NI 10-K Annual Report Dec. 31, 2023 | Alphaminr
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NI 10-K Fiscal year ended Dec. 31, 2023

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NISOURCE INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (continued)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 8. Financial Statements and Supplementary Data (continued)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(1.1) Form of Equity Distribution Agreement (incorporated by reference toExhibit 1.1 of the NiSource Inc. Form 8-Kfiled on February 22, 2021). (1.2) Form of Master Forward Sale Confirmation (incorporated by reference toExhibit 1.2 of the NiSource Inc. Form 8-Kfiled on February 22, 2021). (2.1) Separation and Distribution Agreement, dated as of June 30, 2015, by and between NiSource Inc. and Columbia Pipeline Group, Inc. (incorporated by reference toExhibit 2.1 to the NiSource Inc. Form 8-Kfiled on July 2, 2015). (3.1) Amended and Restated Certificate of Incorporation (incorporated by reference toExhibit 3.1 to the Registrants Form10-Q,filed with the Commission on August3, 2015). (3.2) Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource dated May 7, 2019 (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on May 8, 2019). (3.3) Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource dated May 23, 2023 (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on May 24, 2023). (3.4) Bylaws of NiSource Inc., as amended and restated through August 9, 2022 (incorporated by reference toExhibit 3.1 to the NiSource Inc. Form 8-Kfiled on August 10, 2022). (3.5) Certificate of Designations of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference toExhibit 3.1 of the NiSource Inc. Form 8-Kfiled on December 6, 2018). (3.6) Certificate of Designations of Series B-1 Preferred Stock (incorporated by reference toExhibit 3.1 to the NiSource Inc. Form 8-Kfiled on December 27, 2018). (4.6) Form of 3.490% Notes due 2027 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on May 17, 2017). (4.7) Form of 4.375% Notes due 2047 (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on May 17, 2017). (4.8) Form of 3.950% Notes due 2048 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on September 8, 2017). (4.9) Second Supplemental Indenture, dated as of November30, 2017, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference toExhibit4.4 to Post-Effective Amendment No.1 to FormS-3filed November30, 2017 (Registration No.333-214360)). (4.10) Third Supplemental Indenture, dated as of November30, 2017, between NiSource Inc. and The Bank of New York Mellon, as trustee (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on December 1, 2017). (4.11) Second Supplemental Indenture, dated as of February 12, 2018, between Northern Indiana Public Service Company and The Bank of New York Mellon, solely as successor trustee under the Indenture dated as of March 1, 1988 between the Company and Manufacturers Hanover Trust Company, as original trustee. (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 10-Qfiled on May 2, 2018). (4.12) Fourth Supplemental Indenture, dated as of December 18, 2023, between NiSource, Inc. and The Bank of New York Mellon, as trustee, relating to the 7.99% Medium-Term Notes due 2027 and the 6.78% Senior Notes due 2027 (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on December 18, 2023). (4.13) Deposit Agreement, dated as of December 5, 2018, among NiSource, Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on December 6, 2018). (4.14) Form of Depositary Receipt(incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on December 6, 2018). (4.15) Amended and Restated Deposit Agreement, dated as of December 27, 2018, among NiSource, Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on December 27, 2018). (4.16) Form of Depositary Receipt (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on December 27, 2018). (4.17) Form of 2.950% Notes due 2029 (incorporated by reference toExhibit 4.1 to NiSource Inc. Form 8-Kfiled on August 12, 2019). (4.18) Amended and Restated NiSource Inc. Employee Stock Purchase Plan (incorporated byreference to Exhibit C to the Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on April1, 2019). (4.19) Form of 3.600% Notes due 2030 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on April 8, 2020). (4.20) Form of 0.950% Notes due 2025 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on August 18, 2020). (4.21) Form of 1.700% Notes due 2031(incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on August 18, 2020). (4.22) Form of 5.000% Notes due 2052 (incorporated by reference toExhibit 4.1 of the NiSource Inc. Form 8-Kfiled on June 10, 2022). (4.23) Form of 5.250% Notes due 2028 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on March 24, 2023). (4.24) Form of 5.400% Notes due 2033 (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on June 9, 2023). (4.25) Description of NiSource Inc.s Securities Registered Under Section 12 of the Exchange Act.** (4.26) Form of 6.25% Notes due 2040 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on December 6, 2010). (4.27) Form of 5.95% Notes due 2041 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on June 10, 2011). (4.28) Form of 5.80% Notes due 2042 (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on November 17, 2011). (4.29) Form of 5.25% Notes due 2043 (incorporated by reference toExhibit 4.2 to the NiSource Inc. Form 8-Kfiled on June 14, 2012). (4.30) Form of 4.80% Notes due 2044 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on April 12, 2013). (4.31) Form of 5.65% Notes due 2045 (incorporated by reference toExhibit 4.1 to the NiSource Inc. Form 8-Kfiled on October 7, 2013). (10.2) First Amendment to the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.2 to the NiSource Inc. Form 10-Kfiled on February 18, 2014.)* (10.4) Second Amendment to the NiSource Inc. 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled October 23, 2015.)* (10.5) Form of Amendment to Restricted Stock Unit Award Agreement related to Vested but Unpaid NiSource Restricted Stock Unit Awards for Nonemployee Directors of NiSource entered into as of July 13, 2015 (incorporated by reference toExhibit 10.3 to the NiSource Inc. Form 10-Qfiled on November 3, 2015).* (10.7) Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.1 to NiSource Inc. Form 10-Qfiled on August 2, 2011).* (10.8) Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2010 Omnibus Incentive Plan (incorporated by reference toExhibit 10.18 to the NiSource Inc. Form 10-Kfiled on February 22, 2017). * (10.9) Amended and Restated NiSource Inc. Executive Deferred Compensation Plan effective November 1, 2012 (incorporated by reference toExhibit 10.21 to the NiSource Inc. Form 10-Kfiled on February 19, 2013).* (10.10) Note Purchase Agreement, dated as of August 23, 2005, by and among NiSource Finance Corp., as issuer, NiSource Inc., as guarantor, and the purchasers named therein (incorporated by reference toExhibit 10.1 to the NiSource Inc. Current Report on Form 8-Kfiled on August 26, 2005). (10.11) Amendment No. 1, dated as of November 10, 2008, to the Note Purchase Agreement by and among NiSource Finance Corp., as issuer, NiSource Inc., as guarantor, and the purchasers whose names appear on the signature page thereto (incorporated by reference toExhibit 10.30 to the NiSource Inc. Form 10-Kfiled on February 27, 2009). (10.12) Form of Change in Control and Termination Agreement (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 10-Qfiled on August 2, 2017).* (10.13) Registration Rights Agreement, dated as of May 2, 2018, by and among NiSource Inc. and the purchasers named therein (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 8-Kfiled on May 2, 2018). (10.14) Form of 2019 Performance Share Award Agreement under the 2010 Omnibus Incentive Plan. (incorporated by reference toExhibit 10.45 of the NiSource Inc. Form 10-Kfiled on February 20, 2019).* (10.15) Amended and Restated NiSource Inc. Employee Stock Purchase Plan adopted as of February 1, 2019 (incorporated by reference toExhibit C to the NiSource Inc. Definitive Proxy Statementto Stockholders for the Annual Meeting to be held on May 7, 2019, filed on April 1, 2019). (10.16) Form of Performance Share Award Agreement(incorporated by reference toExhibit 10.39 of the NiSource Form 10-Kfiled on February 28, 2020).* (10.17) Form of Restricted Stock Unit Award Agreement(incorporated by reference toExhibit 10.40 of the NiSource Form 10-Kfiled on February 28, 2020).* (10.18) Form of Cash-Based Award Agreement(incorporated by reference toExhibit 10.41 of the NiSource Form 10-Kfiled on February 28, 2020).* (10.20) Form of Restricted Stock Unit Award Agreement for Nonemployee Directors under the 2020 Omnibus Incentive Plan (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 10-Qfiled on August 5, 2020).* (10.21) NiSource Inc. Supplemental Executive Retirement Plan, as amended and restated effective November 1, 2020 (incorporated by reference toExhibit 10.4 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.22) Pension Restoration Plan for NiSource Inc. and Affiliates, as amended and restated effective November 1, 2020 (incorporated by reference toExhibit 10.5 to the NiSource Inc. Form 10-Qfiled on November 2, 2020). (10.23) Savings Restoration Plan for NiSource Inc. and Affiliates, as amended and restated effective November 1, 2020 (incorporated by reference toExhibit 10.6 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.24) First Amendment to the Savings Restoration Plan for NiSource Inc. and Affiliates dated October 12, 2023 and effective November 1, 2020.* ** (10.25) NiSource Inc. Executive Severance Policy, as amended and restated effective October 19, 2020 (incorporated by reference toExhibit 10.7 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.26) NiSource Next Voluntary Separation Program, effective as of August 5, 2020 (incorporated by reference toExhibit 10.8 to the NiSource Inc. Form 10-Qfiled on November 2, 2020).* (10.27) Form of Restricted Stock Unit Award Agreement. (incorporated by reference toExhibit 10.53 to the NiSource Inc. Form 10-Kfiled on February 17, 2021).* (10.28) Form of Performance Share Unit Award Agreement. (incorporated by reference toExhibit 10.54 to the NiSource Inc. Form 10-Kfiled on February 17, 2021).* (10.29) Form of Special Performance Share Unit Award Agreement. (incorporated by reference toExhibit 10.55 to the NiSource Inc. Form 10-Kfiled on February 17, 2021).* (10.30) Sixth Amended and Restated Revolving Credit Agreement, dated as of February 18, 2022, among NiSource Inc., as Borrower, the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Co-Syndication Agents, Credit Suisse AG, New York Branch, Wells Fargo Bank, National Association, and Bank of America, National Association, as Co-Documentation Agents, Barclays Bank PLC and MUFG Bank, Ltd., as Co-Sustainability Structuring Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A. MUFG Bank, Ltd., Credit Suisse Loan Funding LLC, Wells Fargo Securities, LLC, and BofA Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on February 18, 2022). (10.31) Amendment No. 1 to the Sixth Amended and Restated Revolving Credit Agreement dated February 18, 2022, made as of August 23, 2023 by and among NiSource Inc., the financial institutions listed on the signature pages and Barclays Bank PLC, as administrative agent (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on August 23, 2023). (10.32) First Amendment to the NiSource Inc. 2020 Omnibus Incentive Plan (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 10-Qfiled on May 4, 2022). (10.33) Credit Agreement, dated as of December 20, 2022, among NiSource Inc., as Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, PNC Capital Markets LLC, as Syndication Agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Bank of America, N.A. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on December 20, 2022). (10.34) Amendment No. 1 to the Credit Agreement dated December 20, 2022, made as of October 5, 2023 by and among NiSource Inc., the financial institutions listed on the signature pages and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on October 5, 2023). (10.35) Credit Agreement, dated as of November 9, 2023, among NiSource Inc., as Borrower, the lenders party there to, and U.S. Bank National Association, as Administrative Agent, as Sole Lead Arranger and Bookrunner (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on November 9, 2023). (10.36) Augmenting Lender Supplement, dated December 6, 2023, by and among NiSource Inc., Mizuho Bank, LTD, Bank of Montreal. and U.S. Bank National Association (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on December 6, 2023). (10.37) Form of Restricted Stock Unit Award Agreement.(incorporated by reference toExhibit 10.57 to the NiSource Inc. Form 10-Kfiled on February 22, 2023).* (10.38) Form of Performance Share Unit Award Agreement (incorporated by reference toExhibit 10.58to the NiSource Inc. Form 10-Kfiled on February 22, 2023).* (10.39) Form of Restricted Stock Unit Award Agreement. (incorporated by reference toExhibit 10.59to the NiSource Inc. Form 10-Kfiled on February 22, 2023).* (10.40) Form of Performance Share Unit Award Agreement. (incorporated by reference toExhibit 10.60to the NiSource Inc. Form 10-Kfiled on February 22, 2023).* (10.41) Purchase and Sale Agreement, dated as of June 17, 2023, among NiSource Inc., as the Parent, NIPSCO Holdings II LLC, as the Company, and BIP BLUE BUYER L.L.C., as the Investor (incorporated by reference toExhibit 10.1 to the NiSource Inc. Form 8-Kfiled on June 20, 2023). (10.42) Amendment No. 1 to the Purchase and Sale Agreement, dated as of July 6, 2023, among NiSource Inc., as the Parent, NIPSCO Holdings II LLC, as the Company, and BIP BLUE BUYER L.L.C., as the Investor (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 10-Qfiled on August 2, 2023).**** (10.43) Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II LLC, dated December 31, 2023 (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on January 2, 2024).**** (10.44) Second Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II LLC, dated January 30, 2024.** **** (10.45) Form of 2024 CEO RSU Award Agreement (incorporated by reference toExhibit 10.1 of the NiSource Inc. Form 8-Kfiled on January 26, 2024).* (10.46) Form of 2024 CEO PSU Award Agreement (incorporated by reference toExhibit 10.2 of the NiSource Inc. Form 8-Kfiled on January 26, 2024).* (10.47) Form of RSU Award Agreement (for awards on or after 2024) (incorporated by reference toExhibit 10.3 of the NiSource Inc. Form 8-Kfiled on January 26, 2024).* (10.48) Form of PSU Award Agreement (for awardson or after 2024).* ** (21) List of Subsidiaries.** (23) Consent of Deloitte & Touche LLP.** (31.1) Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** (31.2) Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** (32.1) Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).** (32.2) Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).** (97.1) NiSource Inc. Compensation Recoupment Policy.**