[SCHEDULE 13G/A] NiSource Inc. SEC Filing

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. filed a Schedule 13G/A disclosing beneficial ownership of 40,716,565 shares of NiSource Inc. common stock, equal to 8.7% of the class. The filer reports sole voting power for 38,068,506 shares and sole dispositive power for 40,716,565 shares, with no shared voting or dispositive power. The filing identifies the T. Rowe Price Capital Appreciation Fund as holding 26,273,686 shares (5.6%). The filing states the holdings are in the ordinary course of business and not for the purpose of changing control. The form is signed by Ellen York, Vice President, on 08/14/2025.

Positive

• Material institutional stake disclosed: 40,716,565 shares reported, representing 8.7% of the class
• Major fund identified: T. Rowe Price Capital Appreciation Fund holds 26,273,686 shares (5.6%)
• Clear voting and dispositive authority: Sole voting power for 38,068,506 shares and sole dispositive power for 40,716,565 shares

Negative

• None.

Insights

Financial Analyst

TL;DR: A material passive stake of 8.7% by T. Rowe Price signals meaningful institutional ownership but the filer disclaims any intent to influence control.

The filing reports 40,716,565 shares, representing 8.7% of NiSource's common stock, with sole voting power over 38,068,506 shares. That concentration is large enough to register as a notable institutional position and could affect market perception of ownership stability. The disclosure that the Capital Appreciation Fund holds 26,273,686 shares (5.6%) clarifies that a single fund accounts for most of the >5% holdings. The filer expressly characterizes the holdings as ordinary-course and not intended to change control, which maintains this as a passive ownership disclosure.

Corporate Governance Expert

TL;DR: This Schedule 13G/A is a passive-reporting disclosure; it does not allege any plans to seek control or change governance at NiSource.

The document is filed under passive investor rules and includes a certification that the securities were acquired and are held in the ordinary course of business and not to influence control. The clear specification of sole voting and dispositive powers provides transparency on the filer’s authority over the shares. From a governance standpoint, the filing gives stakeholders a precise view of an influential institutional holder without indicating activist intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NISOURCE INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

65473P105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 65473P105

1

Names of Reporting Persons

T. Rowe Price Investment Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 38,068,506.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 40,716,565.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,716,565.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.7 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NISOURCE INC
(b)	Address of issuer's principal executive offices: 801 EAST 86TH AVE, MERRILLVILLE, IN, 46410-6272
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 65473P105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 40716565
(b)	Percent of class: 8.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 38068506
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 40716565
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Ownership of More than Five Percent on Behalf of Another Person (1) Price Investment Management does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Investment Management serves as investment adviser. Any and all discretionary authority which has been delegated to Price Investment Management may be revoked in whole or in part at any time. Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Investment Management which it also serves as investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Investment Management. (2) [T. ROWE PRICE CAPITAL APPRECIATION FUND ]: T. ROWE PRICE CAPITAL APPRECIATION FUND, of which T. Rowe Price Investment Management, Inc. is the investment adviser, holds the securities reported herein in their investment portfolio managed by T. Rowe Price Investment Management, Inc. and such funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that they hold. T. ROWE PRICE CAPITAL APPRECIATION FUND has an interest in 26,273,686 of the class reported herein representing 5.6% of the class.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2025

FAQ

How many NiSource (NI) shares does T. Rowe Price report owning?

T. Rowe Price reports beneficial ownership of 40,716,565 shares of NiSource common stock.

What percent of NiSource (NI) does that ownership represent?

The filing states the holdings represent 8.7% of the class.

Which T. Rowe Price fund holds more than 5% of NiSource (NI)?

The T. Rowe Price Capital Appreciation Fund holds 26,273,686 shares, equal to 5.6% of the class.

Does the Schedule 13G/A indicate intent to influence control of NiSource (NI)?

No. The filer certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

What voting and dispositive powers does T. Rowe Price report for NI shares?

The filing reports sole voting power for 38,068,506 shares and sole dispositive power for 40,716,565 shares; shared powers are reported as 0.

Who signed the Schedule 13G/A for T. Rowe Price and when?

The filing is signed by Ellen York, Vice President, dated 08/14/2025.