NiSource Inc. filed a Form 8-K on November 9, 2026, disclosing the closing of its $600,000,000 aggregate principal amount offering of 5.400% Notes due 2032.

Key Highlights

  • Offering size: $600,000,000 aggregate principal amount of 5.400% Notes due 2032 were sold and closed on November 9, 2026.
  • Terms Agreement date: The Terms Agreement was entered into on November 2, 2026, with BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, and PNC Capital Markets LLC as Lead Underwriters.
  • Use of proceeds: According to the filing, the company intends to use net proceeds for general corporate purposes, including capital expenditures, working capital, and repayment of existing indebtedness.
  • Governing indenture: The Notes were issued pursuant to an Indenture dated November 14, 2000, with The Bank of New York Mellon as successor trustee.
  • Legal opinion: McGuireWoods LLP provided the opinion filed as Exhibit 5.1 in connection with the Registration Statement.
  • Registration Statement: The offering was made under a Form S-3 Registration Statement (File No. 333-291167).

NiSource Completes $600 Million Senior Notes Sale Under 2017 Underwriting Framework

NiSource Inc. (NYSE:NI), a Delaware-incorporated company headquartered in Merrillville, Indiana, disclosed in a November 9, 2026 Form 8-K that it had closed the sale of $600,000,000 in aggregate principal amount of 5.400% Notes due 2032. According to the filing, the Terms Agreement governing the offering was executed on November 2, 2026, and the sale closed on the filing date of November 9, 2026.

The filing states that the Terms Agreement was entered into with four Lead Underwriters: BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, and PNC Capital Markets LLC. The Terms Agreement incorporates by reference the provisions of the company's Underwriting Agreement dated November 30, 2017, a form of which was previously filed with the SEC on that date. The Notes were issued under the company's Registration Statement on Form S-3 (File No. 333-291167), and pursuant to an Indenture dated November 14, 2000, between the company, as issuer and successor-in-interest to NiSource Finance Corp., and The Bank of New York Mellon, as successor trustee.

According to the filing, the company intends to use the net proceeds from the Notes "for general corporate purposes, including to finance capital expenditures, for working capital and to repay existing indebtedness." The filing further notes that statements regarding the anticipated use of proceeds are forward-looking and subject to risks and uncertainties, as described in the company's Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent regulatory filings. The Form 8-K was signed by Shawn Anderson, Executive Vice President and Chief Financial Officer.

What Was Disclosed

NiSource Inc. reported the November 9, 2026 closing of a $600,000,000 offering of 5.400% Notes due 2032, with proceeds intended for general corporate purposes including capital expenditures, working capital, and repayment of existing indebtedness.