NiSource Inc. filed a Form 8-K on August 18, 2026, disclosing the closing of a $750,000,000 offering of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057, with the sale closing on that same date.

Key Highlights

  • Offering size: $750,000,000 aggregate principal amount of Junior Subordinated Notes due 2057.
  • Initial interest rate: 6.250% per annum from August 18, 2026 to, but excluding, April 15, 2032 (the "First Reset Date").
  • Reset rate mechanism: After the First Reset Date, the rate resets each period to the Five-year U.S. Treasury Rate plus a spread of 1.930%, with a floor of 6.250% per annum.
  • Interest payments: Payable semi-annually in arrears on April 15 and October 15 each year, beginning April 15, 2027.
  • Maturity date: April 15, 2057.
  • Lead underwriters: Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC.
  • Intended use of proceeds: General corporate purposes, including financing capital expenditures, working capital, and repayment of existing indebtedness, according to the filing.

NiSource Issues Junior Subordinated Notes With Fixed-to-Fixed Reset Structure

NiSource Inc. (NYSE:NI), a Delaware-incorporated company headquartered in Merrillville, Indiana, reported the closing of a $750,000,000 debt offering on August 18, 2026. According to the filing, the Terms Agreement was entered into on August 13, 2026, with five lead underwriters. The Notes were issued under the company's Registration Statement on Form S-3 (File No. 333-291167) and pursuant to a Subordinated Indenture dated May 16, 2024, between NiSource and The Bank of New York Mellon, as supplemented by the Fourth Supplemental Indenture dated August 18, 2026.

The filing describes a Fixed-to-Fixed Reset Rate structure: the Notes carry a fixed rate of 6.250% per annum through April 14, 2032, after which the rate resets each period to the Five-year U.S. Treasury Rate plus 1.930%, subject to a minimum of 6.250% per annum. The company disclosed that it retains an option to defer interest payments for one or more deferral periods of up to 20 consecutive semi-annual interest payment periods each, provided no event of default has occurred. During any such deferral period, the filing states that the company generally may not declare or pay dividends on its Capital Stock, redeem or repurchase Capital Stock, or make payments on indebtedness ranking equally with or junior to the Notes.

The company also retains optional redemption rights during specified periods and upon certain ratings, tax, or tax credit events, as described in the prospectus supplement dated August 13, 2026. Legal opinions regarding validity and certain tax matters were provided by McGuireWoods LLP. The filing was signed by Shawn Anderson, Executive Vice President and Chief Financial Officer.

What Was Disclosed

NiSource disclosed the closing of a $750,000,000 offering of Junior Subordinated Notes due 2057 at an initial rate of 6.250%, with a reset mechanism beginning April 15, 2032, and stated that proceeds are intended for general corporate purposes including capital expenditures and debt repayment.