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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 7, 2022

NiSource Inc.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-16189 |  | 35-2108964
(State or other jurisdiction of incorporation) |  | Commission File Number |  | (I.R.S. Employer Identification No.)

801 East 86th Avenue Merrillville, IN |  | 46410
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code (877) 647-5990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class |  | Trading Symbol(s) |  | Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share |  | NI |  | NYSE
Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share |  | NI PR B |  | NYSE
Series A Corporate Units |  | NIMC |  | NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. | Regulation FD Disclosure.

On November 7, 2022, NiSource Inc. (the “Company”) posted a presentation on its website to provide information regarding the Company’s business review, long-term growth plan and 2040 net-zero emissions goal, in connection with and in advance of the Company’s Investor Day event scheduled for noon Eastern Time at the New York Stock Exchange. A copy of the presentation is furnished as an exhibit to this report.

The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number |  | Description
99.1 |  | NiSource Inc. Presentation dated November 7, 2022
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  |  |  | NiSource Inc.
|  |  |  |  |  | (Registrant)
Date: November 7, 2022 |  |  |  | By: |  | /s/ Donald E. Brown
|  |  |  |  |  | Donald E. Brown
|  |  |  |  |  | Executive Vice President, Chief Financial Officer