尼索思美股招股说明书(2025-10-31版)

NiSource Inc. Common Stock We may issue, offer and sell up to an aggregate of $1,500,000,000 of our common stock, par value $0.01 per share (“common stock”) from time to time through BarclaysCapital Inc. (“Barclays”), BMO Capital Markets Corp. (“BMO”), BNP Paribas Securities Corp. (“BNP”), BofA Securities, Inc. (“BofA”), Goldman Sachs& Co. LLC (“GoldmanSachs”), J.P. Morgan Securities LLC (“J.P. Morgan”), Mizuho Securities USA LLC (“Mizuho”), Morgan Stanley& Co. LLC (“Morgan Stanley”), MUFG Securities Americas Inc.(“MUFG”), Scotia Capital (USA) Inc. (“Scotia Bank”) and Wells Fargo Securities, LLC (“Wells Fargo”), as our agents under separate equity distribution agreements. We refer toBarclays, BNP, BMO, BofA, Goldman Sachs, J.P. Morgan, Mizuho, Morgan Stanley, MUFG, Scotia Bank and Wells Fargo collectively as the sales agents. Each equity distributionagreement was entered into on October31, 2025 (each, an “equity distribution agreement,” and collectively, the “equity distribution agreements”). Each equity distributionagreement provides that, in addition to the issuance and sale of shares of our common stock by us through the applicable sales agent, we also may enter into forward saleagreements under a separate master forward sale confirmation and related supplemental confirmation between us and such sales agent or its affiliate. We refer to these entities,when acting in such capacity, as forward purchasers. In connection with each forward sale agreement, the relevant forward purchaser (or its affiliate) will, at our request, attempt toborrow from third parties and, through the relevant sales agent, sell a number of shares of our common stock equal to the number of shares of our common stock that underlie theforward sale agreement to hedge the forward sale agreement. We refer to each of the sales agents, when acting as the agent for a forward purchaser, as a forward seller. We enteredinto master forward sale confirmations with each of the forward purchasers on October31, 2025. This offering supersedes and replaces the $900,000,000 at-the-market offering we commenced on February22, 2024 (the “2024 ATM Program”) and is inclusive ofapproximately $47.5million of our common stock that are unsold under 2024 ATM Program. In no event will the aggregate number of shares of our common stock sold through the sales agents, as our agents and as forward sellers, under the equity distributionagreements have an aggregate gross sales price in excess of $1,500,000,000. This offering of shares of our common stock pursuant to the equity distribution agreements willterminate upon the earliest of (i)the sale, under the equity distribution agreements, of shares of our common stock with an aggregate sales price equal to $1,500,000,000, (ii)December31, 2028 (provided that each relevant equity distribution agreement will continue in effect for the duration of, and solely with respect to, any forward stock purchasetransaction entered into, but not yet settled, before December31, 2028) and (iii)early termination of each of the equity distribution agreements, including by us or the other partiesat any time upon written notice. We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to receiveproceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevant forward purchaser on datesspecified by us on or prior to the maturity date of the relevant forward sale agreement. If we elect to cash settle or net share settle a forward sale agreement, we may not (in the caseof cash settlement) or will not (in the case of net share settlement) receive any proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (inthe case of net share settlement) to the relevant forward purchaser.The shares of our common stock to which this prospectus supplement relates may be offered and sold by any method or payment permitted by law to be an“at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by means of ordinary brokers’ transactions on the New York StockExchange, the existing trading market for shares of our common stock, or otherwise at market prices prevailing at the time of sale, or sales made to or through a market maker orthrough an electronic communications network. In addition, shares of our common stock may be offered and sold by such other methods, including privately negotiatedtransactions (including block trades), as we and any sales agent agree to in writing. The sales agents are not required to sell any specific number or dollar amount of shares of ourcommon stock, but each of them and the forward seller, as applicable, will use its commercially reasonable efforts to sell shares designated by us in accordance with the equitydistribution agreements. The sales agents will not engage in any tra