DEF 14A of Nisource Inc., Mar 30, 2026

DEF 14A of Nisource Inc.

Filed Mar 30, 2026 · FY20250001140361-26-011851

Open on EDGAR

  1. Director Nominees (12)

    Director Nominees (12)

  2. Director Nominees (12)

    | | | | Board Committees | | | | | | | Name and Position | Age | Director Since | Audit | Compensation & Human Capital | Finance | Nominating & Governance | Safety Operations, Regulatory & Policy | Executive | | Peter A. Altabef Chair of the Board, Unisys Corporation | 66 | 2017 | | CHAIR | | | | | | Sondra L. Barbour Retired EVP, Lockhead Martin Corporation | 63 | 2022 | CHAIR | | | | | | | Theodore H. Bunting, Jr. Retired Group President, Entergy Corporation | 67 | 2018 | | | | | | | | Eric L. Butler President and CEO, Aswani- Butler Investment Associates | 65 | 2017 | | | | | | | | Deborah A. Henretta Partner, Council Advisors; Retired Group President, Procter & Gamble Co. | 64 | 2015 | | | | CHAIR | | | | Deborah A. P. Hersman Retired Chair, National Transportation Safety Board | 55 | 2019 | | | | | | | | Michael E. Jesanis Retired President & CEO, National Grid USA | 69 | 2008 | | | CHAIR | | | | | William D. Johnson Retired President & CEO, Pacific Gas & Electric Corporation | 72 | 2022 | | | | | CHAIR | | | Kevin T. Kabat Chair of the Board, NiSource Inc. Retired CEO, Fifth Third Bancorp | 69 | 2015 | | | | | | CHAIR | | Cassandra S. Lee Chief Financial Officer, Mobility and Consumer Wireline Segments, AT&T Inc. | 57 | 2022 | | | | | | | | John McAvoy Retired Chair, President & CEO, Consolidated Edison, Inc. and Retired Chair & CEO of Consolidated Edison of New York, Inc. | 65 | 2024 | | | | | | | | Lloyd M. Yates President & CEO, NiSource Inc. | 65 | 2020 | | | | | | |

  3. Director Nominees (12)

    | See “Proposal 1 – Election of Directors” for more information on our director nominees. |

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    | 2 | | NISOURCE INC. 2026 PROXY STATEMENT |

  5. Director Nominees (12)

    GOVERNANCE HIGHLIGHTS

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    | | Annual election of directors | | | Majority voting for all directors with resignation policy | | | No supermajority voting provisions | | | No stockholder rights plan (“poison pill”) | | | Proxy access by-law (3% ownership / 3 years duration / up to 20 stockholders / 20% of board) | | | Stockholder right to call special meetings | | | Separate chair and CEO | | | All directors independent, except CEO | | | Board committees comprised of all independent directors |

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    | | Regular executive sessions of independent directors | | | Annual Board and committee evaluation process and ongoing evaluations of individual directors | | | Strategic and risk oversight by Board and committees | | | Annual “Say-on-Pay” advisory votes | | | Strong alignment between pay and performance in incentive plans | | | Commitment to safety and customer experience | | | Political contributions disclosure | | | Enhanced independent registered public accounting firm disclosure | | | Publication of annual sustainability report |

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    | See “Corporate Governance” for more information on our corporate governance practices. |

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    EXECUTIVE COMPENSATION HIGHLIGHTS We have designed our executive compensation program to meet our business objectives, including attracting and retaining top-level executive talent, using various compensation elements and to align executive pay with the long-term and short-term interests of our stockholders. We received approximately 97% stockholder support for our Say-on-Pay vote in 2025. We recognize and reward our executive officers through compensation arrangements that link their pay to the Company’s performance, and we seek to ensure an alignment of interests with our stockholders, by including a significant portion of total compensation consisting of at-risk performance-based compensation.

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    | We DO Have This Practice | | | | Significant portion of executive compensation is variable and entirely contingent on performance against pre-established Company and individual performance goals | | | Incentive award metrics that are tied to key Company performance measures | | | One-year minimum vesting for equity awards | | | Double-trigger severance benefits upon a change-in-control | | | Limited perquisites | | | Share ownership guidelines applicable to executive officers and independent directors | | | Compensation recoupment policies | | | Annual Say-on-Pay vote by stockholders | | | Independent compensation consultant |

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    | We Do NOT Have This Practice | | | | Repricing of options without stockholder approval | | | Hedging or pledging transactions or short sales by executive officers or directors | | | Tax gross ups for Named Executive Officers | | | Automatic single-trigger equity vesting upon a change-in-control | | | Excise tax gross-ups under change-in-control agreements | | | Excessive pension benefits or defined benefit supplemental executive retirement plan | | | Excessive use of non-performance-based compensation | | | Excessive severance benefits |

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    | See “Compensation Discussion and Analysis (CD&A)” and “Components of 2025 Executive Compensation” for more information on our executive compensation program. |

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    | 3 | | NISOURCE INC. 2026 PROXY STATEMENT |

  14. Director Nominees (12)

    ECONOMIC, ENVIRONMENTAL AND SOCIAL HIGHLIGHTS We are focused on helping ensure the work we do satisfies long-term energy needs in a way that balances the interests of our stakeholders. Guiding principles that shape and inform how we make many of our decisions include, but are not limited to:

  15. Director Nominees (12)

    | • | Requiring that people must be at the center of any effort aimed at shifting to a cleaner, more sustainable energy model. |

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    | • | Recognizing the decisions we make have a lasting and meaningful effect on our customers, employees, the communities we serve, our stockholders, and other stakeholders. |

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    | • | Having a balanced, holistic approach in identifying solutions that allow us to remain flexible and adaptable for future policy changes, advancements in technology, and changing market conditions. |

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    We announced a goal of net zero GHG emissions by 2040 covering both Scope 1 and Scope 2 GHG emissions (“Net Zero Goal”). Our Net Zero Goal builds on GHG emission reductions achieved to-date. We plan to achieve our Net Zero Goal primarily through the continuation and enhancement of existing programs, such as retiring and replacing coal-fired electric generation with low- or zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak-detection technologies. In addition, we plan to advance other low or zero-emission energy resources and technologies, which may include hydrogen, renewable natural gas, long-duration storage, and/or deployment of carbon capture and utilization technologies, if and when these become technologically and economically feasible. Carbon offsets and renewable energy credits may also be used to support achievement of our Net Zero Goal. Our GHG emissions projections, including achieving a Net Zero Goal, are subject to various assumptions that involve risks and uncertainties, and did not include any assumptions related to data center development and associated load growth. We remain committed to our Net Zero Goal; however, certain of our interim goals may evolve as we assess and respond to business opportunities such as data centers. Achievement of our Net Zero Goal by 2040 will require supportive regulatory and legislative policies, favorable stakeholder environments and advancement of technologies that are not currently economically or technologically feasible to deploy at scale, as well as execution of our business plan. We are keenly aware that in addition to being a business entity, we are also a social and community enterprise that includes our employees, partners, customers and the communities we serve. For more information about our business and strategy and about our corporate responsibility and sustainability efforts, see our 2025 Annual Report on Form 10-K and our website at www.nisource.com. GENERAL INFORMATION

  19. Stock Symbol: NI

    Stock Symbol: NI

  20. Stock Exchange: New York Stock Exchange (“NYSE”)

    Stock Exchange: New York Stock Exchange (“NYSE”)

  21. Registrar and Transfer Agent: Computershare Investor Services

    Registrar and Transfer Agent: Computershare Investor Services

  22. State of Incorporation: Delaware

    State of Incorporation: Delaware

  23. Corporate Headquarters: 801 E. 86th Avenue, Merrillville, Indiana 46410

    Corporate Headquarters: 801 E. 86th Avenue, Merrillville, Indiana 46410

  24. Corporate Website: www.nisource.com

    Corporate Website: www.nisource.com

  25. Corporate Website: www.nisource.com

    | 4 | | NISOURCE INC. 2026 PROXY STATEMENT |

  26. Corporate Website: www.nisource.com

    Proxy Statement The accompanying proxy is solicited on behalf of the Board for the Annual Meeting to be held on Monday, May 11, 2026 at 10:30 a.m. Central Time, in a virtual format only via live audio webcast at www.virtualshareholdermeeting.com/NI2026. The common stock, $.01 par value per share, of the Company represented by the accompanying proxy will be voted as directed. If you return a signed proxy card without indicating how you want to vote your shares, the shares represented by the accompanying proxy will be voted as recommended by the Board:

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    | • | “FOR” all of the nominees for director; |

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    | • | “FOR” advisory approval of the compensation of our NEOs; and |

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    | • | “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for 2026. |

  30. Corporate Website: www.nisource.com

    This Proxy Statement and the accompanying proxy card are first being sent to stockholders on March 30, 2026. We will bear the expense of this solicitation, which may be supplemented by telephone, facsimile, email and personal solicitation by our officers, employees and agents. To aid in the solicitation of proxies, we have retained D.F. King for a fee of $12,500, plus reimbursement of expenses. We may incur additional fees if we request additional services. We will also request brokerage houses and other nominees and fiduciaries to forward proxy materials, at our expense, to the beneficial owners of stock held as of the close of business on March 16, 2026, the record date for voting. Who May Vote Holders of shares of common stock as of the close of business on March 16, 2026, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. As of March 16, 2026, 479,357,787 shares of common stock were issued and outstanding. Each share of common stock outstanding on that date is entitled to one vote on each matter presented at the Annual Meeting. Voting Your Proxy If you are a “stockholder of record” (that is, if your shares of common stock are registered directly in your name on the Company’s records), you may vote your shares by proxy in advance of the Annual Meeting using any of the following methods:

  31. Corporate Website: www.nisource.com

    | • | Telephoning the toll-free number listed on the proxy card; |

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    | • | Using the Internet website listed on the proxy card: www.proxyvote.com; or |

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    | • | Marking, dating, signing and returning the enclosed proxy card. |

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    All votes must be received by the proxy tabulator by 11:59 p.m. Eastern Time on May 10, 2026. If your shares are held in a brokerage account or by a bank, broker, trust or other nominee (herein referred to as a “Broker”), you are considered a “beneficial owner” of shares held in “street name.” As a beneficial owner, you will receive proxy materials and voting instructions from the stockholder of record that holds your shares. You must follow the voting instructions in order to vote your shares of common stock. Discretionary Voting by Brokers and “Broker Non-Votes” If your shares are held in street name and you do not provide the Broker with instructions as to how to vote such shares, your Broker will only be able to vote your shares at its discretion on certain “routine” matters as permitted by NYSE rules. The proposal to ratify the appointment of our independent registered public accounting firm is considered a routine matter and, accordingly, at the Annual Meeting, Brokers will only have discretionary authority to vote your shares regarding Proposal No. 3, the ratification of the appointment of Deloitte as our independent registered public accounting firm for 2026. A “broker non-vote” occurs when a Broker holding shares for a beneficial owner does not have discretionary authority to vote the shares and has not received instructions from the beneficial owner as to how the beneficial owner would like the shares to be voted. Brokers will not have discretionary authority to vote your shares with respect to the other proposals presented at the Annual Meeting. Therefore, it is important that you instruct your Broker how to vote your shares. If Brokers exercise their discretionary voting authority on Proposal No. 3, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to each of the other proposals presented at the Annual Meeting, which are considered “non-routine.”

  35. Corporate Website: www.nisource.com

    | 5 | | NISOURCE INC. 2026 PROXY STATEMENT |

  36. Corporate Website: www.nisource.com

    Voting Shares Held in Our 401(k) Plan If you hold your shares of common stock in our 401(k) Plan, those shares are held in the name of Fidelity Management Trust Company (“Fidelity”), the administrator of the 401(k) Plan. You will receive a proxy card that includes the number of shares of our common stock held in the 401(k) Plan. You should instruct Fidelity how to vote your shares by completing and returning the proxy card or by voting your shares by Internet or by telephone, as detailed above under “Voting Your Proxy.” If you do not instruct Fidelity how to vote your shares, or if you sign the proxy card with no further instructions as to how to vote your shares, Fidelity will vote your shares in the same proportion as the shares for which it receives instructions from all other participants to the extent permitted under applicable law. To allow enough time for Fidelity to vote your shares in accordance with your direction, your voting instructions must be received by Fidelity no later than 11:59 p.m. Eastern Time on May 6, 2026. Attending and Voting During the Virtual Annual Meeting Format of Meeting. The Annual Meeting will be conducted in a virtual format only to provide access to all our stockholders regardless of geographic location. There is no in-person meeting for you to attend. We designed the format of the Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting. Attending the Meeting. You are entitled to attend and participate in the Annual Meeting if you were a stockholder of record as of the close of business on March 16, 2026, the record date, or hold a legal proxy for the Annual Meeting provided by your Broker as described below. To attend and participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NI2026 and enter your 16-digit control number, which can be found on your proxy card, voting instruction form or email you received with your proxy materials. If your shares are held by a Broker and you do not have a control number, please contact your Broker as soon as possible so that you can be provided with a control number. Voting During the Meeting. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. If your shares are held in street name by a Broker, then, to be able to vote at the Annual Meeting, you must obtain an executed legal proxy from the Broker indicating that you were the beneficial owner of the shares as of the close of business on March 16, 2026, the record date for voting, and that the Broker is giving you its proxy to vote the shares. If your shares are held in the 401(k) Plan, you will not be able to vote your shares at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described above under “Voting Your Proxy.” Votes cast at the Annual Meeting or represented by proxy at the Annual Meeting will be tabulated by the inspector of election. Technical Assistance. The Annual Meeting will begin promptly at 10:30 a.m. Central Time on Monday, May 11, 2026. We encourage you to access the Annual Meeting approximately 15 minutes in advance to allow ample time for you to log in to the meeting and test your computer audio system. We recommend that you carefully review the above procedures needed to gain admission in advance. Technicians will be ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting login page at www.virtualshareholdermeeting.com/NI2026. Submitting Questions During the Meeting. As part of the Annual Meeting, we will hold a question and answer session during which we intend to answer questions submitted during the meeting that are relevant to the purposes of the meeting and the Company’s business in accordance with the Annual Meeting procedures posted on the meeting website, as time permits. Questions may be submitted by stockholders that have used their 16-digit control number to enter the meeting at www.virtualshareholdermeeting.com/NI2026. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. Revoking Your Proxy You may revoke your proxy at any time before a vote is taken or the authority granted is otherwise exercised. To revoke a proxy, you may send a letter to our Corporate Secretary (which must be received before a vote is taken at the Annual Meeting) indicating that you want to revoke your proxy, or you can supersede your initial proxy by submitting a duly executed proxy bearing a later date, voting by telephone or through the Internet on a later date, or attending the virtual Annual Meeting and voting during the meeting. Attending the virtual Annual Meeting will not in and of itself revoke a proxy.

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    | 6 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    Quorum for the Meeting A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of the outstanding shares of our common stock, present during the virtual Annual Meeting or represented by proxy, will constitute a quorum at the Annual Meeting. The inspectors of election appointed for the Annual Meeting will determine whether a quorum is present. Abstentions are counted for purposes of determining whether a quorum is present. As explained above under “Discretionary Voting by Brokers and ‘Broker Non-Votes’,” if Brokers exercise their discretionary voting authority on Proposal No. 3, such shares will be considered present at the meeting for quorum purposes and broker non-votes will occur as to each of the other proposals presented at the Annual Meeting.

  39. Corporate Website: www.nisource.com

    | 7 | | NISOURCE INC. 2026 PROXY STATEMENT |

  40. Corporate Website: www.nisource.com

    Proposal 1 – Election of Directors At the recommendation of the Nominating & Governance (“N&G”) Committee, the Board has nominated the persons listed below to serve as directors, each for a one-year term, beginning at the Annual Meeting on May 11, 2026, and expiring at the 2027 annual meeting of our stockholders (the “2027 Annual Meeting”) and until their successors are duly elected or appointed and qualified. The nominees include eleven independent directors, as defined in the applicable rules of the NYSE, and our President and CEO. All of the nominees currently serve on the Board and each nominee has consented to being named in the Proxy Statement and to serving, if elected. The Board does not anticipate that any of the nominees will be unable to serve, but if any nominee is unable to serve, the proxies may be voted for substitute nominees and will be voted in accordance with the judgment of the person or persons voting the proxies. Set forth below is information regarding all of our nominees. VOTE REQUIRED To be elected, a nominee must receive more votes cast in favor of his or her election than against election. Abstentions by those present or represented by proxy will not be counted as a vote cast either “for” or “against” with respect to the election of directors and, therefore, will have no effect on the outcome. Brokers will not have discretionary authority to vote on the election of directors. Accordingly, there could be broker non-votes, which will have no effect on the vote. Under our Corporate Governance Guidelines, each nominee will tender a conditional resignation prior to the Annual Meeting, effective only if both (a) the votes “against” a nominee’s election exceed the votes “for” election (a “failed re-election”) and (b) such resignation is subsequently accepted by the Board. Any failed re-election will be referred to the N&G Committee, which will make a recommendation to the Board as to whether to accept or reject the resignation. The Board will decide and publicly disclose its decision, the rationale for the decision and the directors who participated in the process within 90 days after the election. The Board expects the director who has not been re-elected to abstain from participating in the N&G Committee or Board discussion or vote regarding whether to accept his or her resignation offer. A director who has had a failed re-election may participate in discussions or votes with respect to other directors who have had a failed re-election.

  41. Corporate Website: www.nisource.com

    | 8 | | NISOURCE INC. 2026 PROXY STATEMENT |

  42. Corporate Website: www.nisource.com

    NOMINEE SKILLS, DEMOGRAPHICS AND BIOGRAPHIES We believe that our diverse slate of director nominees possess the necessary breadth and depth of skills and experience to oversee our business operations and long-term strategy. The following tables and biographies identify the balance of experience, skills and qualifications that the director nominees bring to the Board. The fact that a particular skill or qualification is not designated as to one or more nominees does not mean that those nominees do not also possess the specific experience and qualification.

  43. Corporate Website: www.nisource.com

    | Skill and Experience | Altabef | Barbour | Bunting | Butler | Henretta | Hersman | Jesanis | Johnson | Kabat | Lee | McAvoy | Yates | Total* | | Industry Experience | | | | | | | | | | | | | 42% | | Other Operations / Customer Service | | | | | | | | | | | | | 92% | | Government and Regulatory | | | | | | | | | | | | | 100% | | Public Company Board | | | | | | | | | | | | | 100% | | Financial or Capital Markets | | | | | | | | | | | | | 75% | | Risk Management | | | | | | | | | | | | | 100% | | Technology / Cybersecurity | | | | | | | | | | | | | 67% | | Safety | | | | | | | | | | | | | 83% | | Environmental, Sustainability, Corporate Responsibility and Ethics | | | | | | | | | | | | | 100% | | Non-Profit Board / Community Service | | | | | | | | | | | | | 92% | | CEO (Current or Prior) | | | | | | | | | | | | | 58% | | Strategic Planning | | | | | | | | | | | | | 100% | | Financial Literacy and Expertise | | | | | | | | | | | | | 100% | | Talent Management (Executive Compensation and Benefits, Talent Development) | | | | | | | | | | | | | 100% | | DEMOGRAPHICS | | | | | | | | | | | | | | | Race / Ethnicity | | | | | | | | | | | | | | | African American | | | | | | | | | | | | | 33% | | Asian / Pacific Islander | | | | | | | | | | | | | | | White / Caucasian | | | | | | | | | | | | | 75% | | Hispanic / Latino | | | | | | | | | | | | | | | Native American | | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | | Male | | | | | | | | | | | | | 67% | | Female | | | | | | | | | | | | | 33% |

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    * Percentages shown in this table represent the portion of the Board with the indicated skill or experience.

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    | 9 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW. |

  47. Corporate Website: www.nisource.com

    | | PETER A. ALTABEF | | | | Age: 66 Director Since: 2017 | Standing Board Committees: • Compensation and Human Capital Committee (Chair) • Nominating and Governance Committee • Executive Committee | | Executive Experience: Mr. Altabef currently serves as chair of the board of Unisys Corporation, a global information technology company, a position he has held since April 2018. He previously served as CEO of Unisys Corporation from January 2015 to April 2025. Mr. Altabef also served as president from January 2015 through March 2020 and from November 2021 to May 2022. Prior to joining Unisys Corporation, he served as president and CEO of MICROS Systems, Inc., a provider of integrated software and hardware solutions to the hospitality and retail industries, from 2013 to 2014, when it was acquired by Oracle Corporation. Before that, he served as president and CEO of Perot Systems Corporation from 2004 to 2009, when it was acquired by Dell Inc. Following the acquisition, Mr. Altabef served as president of Dell Services, the information technology services and business process solutions unit of Dell Inc., until his departure in 2011. Outside Board and Other Experience: Mr. Altabef is chair of the board of directors of Unisys Corporation. He is also a member of the President’s National Security Telecommunications Advisory Committee (NSTAC), a trustee of the Committee for Economic Development (CED), a member of the advisory board of Merit Energy Company, LLC and of the board of directors of Petrus Trust Company, LTA. He previously served as a senior advisor to 2M Companies, Inc., in 2012, and as a director of MICROS Systems, Perot Systems Corporation and Belo Corporation. He is also active in community service activities, having served on the boards and committees of several cultural, medical, educational and charitable organizations and events. Skills and Qualifications: Mr. Altabef has experience leading large organizations as CEO and a strong background in strategic planning, financial reporting, risk management, business operations and corporate governance. He also has more than 25 years of senior leadership experience at some of the world’s leading information technology companies. As a result, he has a deep understanding of the cybersecurity issues facing businesses today. His overall leadership experience and his cybersecurity background provide the Board with valuable perspective and insight into significant issues that we face. | | |

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    | 10 | | NISOURCE INC. 2026 PROXY STATEMENT |

  49. Corporate Website: www.nisource.com

    | | SONDRA L. BARBOUR | | | | Age: 63 Director Since: 2022 | Standing Board Committees: • Audit Committee (Chair) • Finance Committee • Executive Committee | | Executive Experience: Ms. Barbour retired as executive vice president, information systems and global solutions, of Lockheed Martin Corporation (“Lockheed Martin”) in 2016 and served in a transition role at Leidos Holdings until her retirement in 2017. Ms. Barbour joined Lockheed Martin in 1986 and served in various leadership capacities and has extensive technology experience, notably in the design and development of large-scale information systems. From 2008 to 2013, Ms. Barbour served as senior vice president, enterprise business services and chief information officer, heading all of Lockheed Martin’s internal information technology operations, including protecting the company’s infrastructure and information from cyber threats. Prior to that role, Ms. Barbour served as vice president, corporate shared services and vice president, corporate internal audit providing oversight of supply chain activities, internal controls, and risk management. Outside Board and Other Experience: Ms. Barbour serves as a director of AGCO Corporation, where she chairs the Talent & Compensation Committee, and is also a member of the Audit, Finance, and Executive Committees. Ms. Barbour is the Chair of Temple University’s Fox School of Business Management Information Systems Advisory Board. Ms. Barbour previously served as a director for each of 3M Company and Perspecta Inc. Skills and Qualifications: Ms. Barbour’s significant experience with information technology systems and cybersecurity is valuable in helping steer our development of technology and management of cyber risks. Ms. Barbour brings 30 years of leadership experience from her roles at Lockheed Martin where she oversaw complex information technology systems of a 110,000+ employee business. She brings significant risk management knowledge related to technology and supply chain oversight, which are of key importance to our success. Ms. Barbour also enhances the Board’s public company experience in the areas of internal controls, accounting, audit, risk management and cybersecurity. | | |

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    | 11 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    | | THEODORE H. BUNTING, JR. | | | | Age: 67 Director Since: 2018 | Standing Board Committees: • Audit Committee • Nominating and Governance Committee | | Executive Experience: Mr. Bunting most recently served as group president, utility operations, at Entergy Corporation (“Entergy”), an integrated energy company, from 2012 until his retirement in 2017. Before that, he was senior vice president and chief accounting officer at Entergy from 2007 to 2012 and chief financial officer (“CFO”) of several subsidiaries from 2000 to 2007. He held other management positions of increasing responsibility in accounting and operations at Entergy since joining the company in 1983. Outside Board and Other Experience: Mr. Bunting has been a director of Unum Group since 2013 and is currently chair of its Audit Committee and a member of its Regulatory Compliance Committee. Mr. Bunting has been a director of the Hanover Group since 2020 and is a member of the Audit Committee. Mr. Bunting previously served as a director of Infrastructure and Energy Alternatives (IEA) from 2021 until October 2022 and as a member of the Nominating & Governance and Compensation Committees. He previously served as a director of Imation Corp., a global data storage and information security company. He also serves on the boards of Foundation for the Mid South and National Association of Black Accountants Inc. (NABA) and previously served on the board of Hendrix College. Skills and Qualifications: Mr. Bunting’s utility industry knowledge, including his experience in customer service, safety and regulatory relations, are valuable to us as we continue to execute on our robust long-term utility infrastructure investment plans. He also brings additional public company experience in the areas of strategic finance, accounting, auditing, and capital and risk management to the Board. He is a certified public accountant. | | |

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    | 12 | | NISOURCE INC. 2026 PROXY STATEMENT |

  53. Corporate Website: www.nisource.com

    | | ERIC L. BUTLER | | | | Age: 65 Director Since: 2017 | Standing Board Committees: • Finance Committee • Safety, Operations, Regulatory and Policy Committee | | Executive Experience: Mr. Butler currently is president and CEO of Aswani-Butler Investment Associates, a private equity investment firm. Previously he served in a number of executive leadership roles at Union Pacific Corporation (“Union Pacific”), a transportation company located in Omaha, Nebraska, until his retirement in February 2018. He began his career at Union Pacific in 1986 and held leadership roles in finance, accounting, marketing and sales, supply, operations research and planning and human resources. He was vice president of financial planning and analysis from 1997 to 2000, vice president of purchasing and supply chain from 2000 to 2003, vice president and general manager of the automotive business from 2003 to 2005 and vice president and general manager of the industrial products business from 2005 to 2012. He was executive vice president of marketing and sales and chief commercial officer and ran the worldwide commercial business from 2012 to 2017. He served as executive vice president, chief administrative officer and corporate secretary from 2017 until his retirement. Outside Board and Other Experience: Mr. Butler was appointed to the Federal Reserve Bank of Kansas City’s Omaha Branch Board in 2015 and in 2018 was elected chair. His term on the Federal Reserve board ended in December 2020. He currently serves on the board of the Omaha Airport Authority, which he joined in 2007, the Eastman Chemical Company board of directors, which he joined in 2022, and the West Fraser Timber Co. Ltd board of directors, which he joined in 2023. Mr. Butler is also a member of the board of directors of the nonprofit organizations Joy of Life Faith Ministries, Inc. and Purpose Driven Advocacy Center, Inc. in Omaha, Nebraska. Skills and Qualifications: Mr. Butler developed and led strategic and financial planning, marketing, sales, commercial, and supply, procurement and purchasing for one of the largest transportation companies in the world, Union Pacific. He most recently led the corporate governance, human resources, labor relations and administration functions at Union Pacific. His knowledge of the railroad transportation industry and the challenges in maintaining top-tier safety, customer service and risk management standards while providing an important part of the nation’s infrastructure provides him with unique skills and insights that are valuable to the Board. In addition, he has experience in the purchase of fuel and energy materials and equipment. As a result, Mr. Butler has an understanding of the aging infrastructure, safety, organizational and regulatory issues facing utilities today and provides a viewpoint from an industry that is similarly positioned. His overall leadership experience and his regulated public company background provides the Board with another perspective on significant issues that we face. | | |

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    | 13 | | NISOURCE INC. 2026 PROXY STATEMENT |

  55. Corporate Website: www.nisource.com

    | | DEBORAH A. HENRETTA | | | | Age: 64 Director Since: 2015 | Standing Board Committees: • Nominating and Governance Committee (Chair) • Compensation and Human Capital Committee • Executive Committee | | Executive Experience: Ms. Henretta currently is a partner at Council Advisors company, where she serves as Senior Advisor spearheading digital transformation practice for SSA & Company. She retired from Procter & Gamble (“P&G”) in 2015, where she served as group president of Global e-Business. Prior to her appointment as group president of Global e-Business, she held various senior positions throughout several P&G sectors, including as group president of Global Beauty from 2012 to 2015 and as group president of P&G Asia from 2007 to 2012. Prior to her appointment as group president of P&G Asia, she was president of P&G’s business in ASEAN, Australia and India from 2005 to 2007. She joined P&G in 1985. Outside Board and Other Experience: Ms. Henretta has been a director at American Eagle Outfitters, Inc. since 2019, and a director at Meritage Homes since 2017. Ms. Henretta previously served as a director at Corning Incorporated from 2013 to 2025 and Staples, Inc. from June 2016 until September 2017. Additionally, she serves on the board of trustees for Syracuse University. Skills and Qualifications: Ms. Henretta has over 30 years of business leadership experience with P&G in a multi-jurisdictional regulatory and competitive business environment. She has experience across many markets, including profit and loss responsibility for multi-billion-dollar businesses at P&G and responsibility for strategic planning, sales, marketing, e-business, government relations and customer service. Ms. Henretta led a dynamic business segment and is, therefore, keenly aware of the delicate balance of keeping pace with customer expectations in a changing environment, as well as maximizing the benefits that inclusion and diversity can provide. Because of this experience, Ms. Henretta brings valuable insights to the Board and strategic leadership to us as we operate in multiple regulatory environments and develop products and customer service programs to meet our customer commitments. In her previous partner role at G100 Companies, she assisted in establishing a Board Excellence Program, which provides board director education. | | |

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    | 14 | | NISOURCE INC. 2026 PROXY STATEMENT |

  57. Corporate Website: www.nisource.com

    | | DEBORAH A. P. HERSMAN | | | | Age: 55 Director Since: 2019 | Standing Board Committees: • Compensation and Human Capital Committee • Safety, Operations, Regulatory and Policy Committee | | Executive Experience: From November 2024 to December 2024, Ms. Hersman served as special assistant to Senator Thomas Carper. Ms. Hersman served as chief safety officer and advisor at Waymo LLC, the self-driving car technology subsidiary of Alphabet Inc., from January 2019 to December 2020. From 2014 to 2019, she served as president and CEO of the National Safety Council, a nonprofit organization focused on eliminating preventable deaths at work, in homes and communities, and on the road through leadership, research, education and advocacy. Outside Board and Other Experience: From 2004 to 2014, Ms. Hersman served as a board member and from 2009 to 2014 as chair of the National Transportation Safety Board (the “NTSB”). Previously she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new modal administration focused on bus and truck safety. On June 29, 2023, she was appointed to the board of directors of One Gas Inc. and will become chair of the board in May 2026. In January 2026, she was appointed to the board of directors of Lyft, Inc. She previously served on the board of directors of Velodyne. Skills and Qualifications: Ms. Hersman is a seasoned executive, having previously served as the CEO of the National Safety Council and as the chair and chief executive at the NTSB. She has a successful track record running complex safety-focused organizations with numerous stakeholders. A widely respected safety leader driven by mission and a passion for preserving human life, Ms. Hersman also has expertise in the details of navigating crises and strong experience with safety policy legislation and advocacy. Ms. Hersman’s extensive safety experience is of great value to the Board as we continue to implement our safety management system and meet our safety commitments to our employees, customers and stakeholders. | | |

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    | 15 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    | | MICHAEL E. JESANIS | | | | Age: 69 Director Since: 2008 | Standing Board Committees: • Finance Committee (Chair) • Audit Committee • Executive Committee | | Executive Experience: Mr. Jesanis co-founded and was from 2013 to 2021 managing director of HotZero, LLC, a firm formed to develop hot water district energy systems in New England. Mr. Jesanis has served as an advisor to several startups in energy-related fields. From July 2004 through December 2006, Mr. Jesanis was president and CEO of National Grid USA, a natural gas and electric utility, and a subsidiary of National Grid plc, of which Mr. Jesanis was also an executive director. Prior to that position, Mr. Jesanis was chief operating officer (“COO”) and CFO of National Grid USA from January 2001 to July 2004 and CFO of its predecessor utility holding company from 1998 to 2000. Outside Board and Other Experience: Mr. Jesanis is a board member of El Paso Electric Company. He previously served as a director for several electric and energy companies, including Ameresco, Inc. Mr. Jesanis is the former chair of the board of a college and a past trustee (and past chair of the Audit Committee) of a university. Skills and Qualifications: By virtue of his former positions as president and CEO, COO and, prior thereto CFO, of a major electric and gas utility holding company as well as his role with an energy efficiency consulting firm, Mr. Jesanis has extensive experience with regulated utilities. He has strong financial acumen and extensive managerial experience, having led modernization efforts in the areas of operating infrastructure improvements, customer service enhancements and management team development. Mr. Jesanis also demonstrates a commitment to education as the former chair of the board of a college and a past trustee (and past chair of the Audit Committee) of a university. As a result of his former senior managerial roles and his non-profit board service, Mr. Jesanis also has expertise with board governance issues. | | |

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    | 16 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    | | WILLIAM D. JOHNSON | | | | Age: 72 Director Since: 2022 | Standing Board Committees: • Safety, Operations, Regulatory and Policy Committee (Chair) • Nominating and Governance Committee • Executive Committee | | Executive Experience: Mr. Johnson most recently served as president and chief executive officer of Pacific Gas & Electric Corporation, a utility company, from May 2019 through June 2020. Mr. Johnson also served as president and chief executive officer of Tennessee Valley Authority, an electric utility company, from January 2013 to May 2019. Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of chairman, president and CEO of Progress Energy, Inc. (“Progress”) from October 2007 to July 2012, and previously to that as president and chief operating officer from 2005 to 2007. His career at Progress included leadership roles of increasing responsibility including as president, energy delivery from 2004 to 2005, president and chief executive officer from 2002 to 2003, and executive vice president and general counsel from 2000 to 2002 of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress) where he held increasing senior management roles of associate general counsel and manager, legal department; vice president, senior counsel and corporate secretary and senior vice president and corporate secretary. Outside Board and Other Experience: Mr. Johnson has been a director of TC Energy Corp. since June 2021, where he currently serves on the Audit Committee and Human Resources Committee. Mr. Johnson has also been a director of Terrestrial Energy since 2023. Terrestrial Energy went public in November 2025. Mr. Johnson previously served on the boards of directors of the following utility industry groups or associations: Edison Electric Institute as Vice Chair, Nuclear Energy Institute as Chair, Institute of Nuclear Power Operations, World Association of Nuclear Operators as Governor and Nuclear Electric Insurance Limited. Skills and Qualifications: Mr. Johnson brings three decades of industry and leadership expertise to the Board. Mr. Johnson’s multiple tenures as CEO and vast experience with industry groups related to gas, electric, nuclear and other utilities provide him with extensive leadership skills in the utilities industry and a deep understanding of regulated industry operations. Mr. Johnson guided Pacific Gas & Electric Corporation through its emergence from bankruptcy and served as CEO of Progress during its merger with Duke Energy, through which he gained significant experience in complex corporate restructuring, transactions, and strategy. His experience has also informed an understanding of safety and risk oversight in the utilities industry that the Board values. This extensive experience and depth of knowledge gives Mr. Johnson a strong perspective on strategic operations within the industry and makes Mr. Johnson a valuable asset to the Board. | | |

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    | 17 | | NISOURCE INC. 2026 PROXY STATEMENT |

  63. Corporate Website: www.nisource.com

    | | KEVIN T. KABAT | | | | Age: 69 Director Since: 2015 | Chair of the Board Standing Board Committees: • Executive Committee (Chair) • Nominating and Governance Committee | | Executive Experience: From April 2007 to November 2015, Mr. Kabat was CEO of Fifth Third Bancorp, a bank holding company. He continued to serve as vice chair of the board of directors of Fifth Third Bancorp until his retirement in April 2016. Before becoming CEO, he served as Fifth Third Bancorp’s president from June 2006 to September 2012 and as executive vice president from December 2003 to June 2006. Additionally, he was previously president and CEO of Fifth Third Bank (Michigan). Prior to that position, he was vice chair and president of Old Kent Bank, which was acquired by Fifth Third Bancorp in 2001. Outside Board and Other Experience: Mr. Kabat has been a director of Unum Group since 2008 and is currently chair of the board. Mr. Kabat has been a director of Crown Castle Inc. since August 1, 2023. He previously served as a chair of the board of AltiGlobal Inc. from January 2023 to August 2023. He also previously served as the lead independent director of E*TRADE Financial Corporation. He has also held leadership positions on the boards and committees of local business, educational, cultural and charitable organizations and campaigns. Skills and Qualifications: Mr. Kabat has significant leadership experience as a CEO in a regulated industry at a public company. As a result, he has a deep understanding of operating in a regulatory environment and balancing the interests of many stakeholders. His extensive experience in strategic planning, risk management, financial reporting, internal controls and capital markets makes him an asset to the Board, as he is able to provide unique strategic insight, financial expertise and risk management skills. In addition, he has broad corporate governance skills and perspective gained from his service in leadership positions on the boards of other publicly traded companies. | | |

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    | 18 | | NISOURCE INC. 2026 PROXY STATEMENT |

  65. Corporate Website: www.nisource.com

    | | CASSANDRA S. LEE | | | | Age: 57 Director Since: 2022 | Standing Board Committees: • Audit Committee • Finance Committee | | Executive Experience: Ms. Lee is an experienced financial and operational leader with extensive knowledge of the telecommunication industry, currently serving as senior vice president and CFO for AT&T Inc. (“AT&T”) Mobility and Consumer Wireline Segments, a position she has held since 2024. Ms. Lee joined AT&T in 1993 and has served in various leadership capacities, including chief audit executive from 2021 to 2024 and senior vice president and chief financial officer, AT&T Network, Technology and Capital Management from 2018 to 2021. Outside Board and Other Experience: Ms. Lee currently serves on the board of directors of Andretti Acquisition Corp. II and on the board of trustees for the National Urban League. Ms. Lee previously served as a director of Andretti Acquisition Corp. Skills and Qualifications: In more than three decades with AT&T, Ms. Lee has acquired a wealth of expertise in various areas including retail operations, distribution strategy, global supply chain, mergers, acquisitions, and integration, capital management, network and other capacity planning, and shared services operations. Her vast and multifaceted experience in the telecommunication industry translates well in her service on the Board. Ms. Lee also has significant public company financial oversight and leadership experience that strengthens the Board’s depth of financial acumen. Ms. Lee is a certified public accountant and veteran of the United States Army. | | |

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    | 19 | | NISOURCE INC. 2026 PROXY STATEMENT |

  67. Corporate Website: www.nisource.com

    | | JOHN MCAVOY | | | | Age: 65 Director Since: 2024 | Standing Board Committees: • Compensation and Human Capital Committee • Safety, Operations, Regulatory and Policy Committee | | Executive Experience: Mr. McAvoy most recently served as president and chief executive officer of Consolidated Edison, Inc. (“ConEdison”) and chief executive officer of Consolidated Edison Company of New York, Inc. (“ConEdison of New York”) from December 2013 through December 28, 2020. He continued to serve as director of ConEdison until his retirement in May 2023 after forty-three years of experience with ConEdison, including serving as non-executive chairman of the board of ConEdison and the board of ConEdison of New York from January 2021 until December 2021, as well as chairman of the board of ConEdison and ConEdison of New York from May 2014 until December 2020. Prior to Mr. McAvoy’s service as president and chief executive officer, he was president and chief executive officer of Orange and Rockland Utilities, Inc., a subsidiary of ConEdison, from January 2013 to December 2013. Prior to that, Mr. McAvoy was senior vice president of central operations for ConEdison of New York from February 2009 to December 2012. Outside Board and Other Experience: Mr. McAvoy was a trustee of the Intrepid Sea, Air & Space Museum and of Manhattan College until December 2023 and October 2023, respectively. Until January 2021, Mr. McAvoy served as a director or trustee of the American Gas Association, the Edison Electric Institute, the Mayor’s Fund to Advance New York City, the Partnership for New York City, and the Electric Power Research Institute. Mr. McAvoy also served as chairman of the board of directors of Orange & Rockland until December 2020, and as a director of the New York State Energy Research and Development Authority until 2018 and the Business Council of New York State Inc. until 2016. Mr. McAvoy was also a member of the Electric Subsector Coordinating Council and chairman of the Members Executive Committee for the Electricity Information Sharing and Analysis Center. Skills and Qualifications: Mr. McAvoy has leadership, engineering, financial, and operations experience, as well as knowledge of the utility industry. Mr. McAvoy’s experience from his leadership positions at a public company and within a public utility, and his service on other boards, is critical to support in the board’s oversight of the Company’s management, financial, operations, and strategic planning activities and relationships with stakeholders. | | |

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    | 20 | | NISOURCE INC. 2026 PROXY STATEMENT |

  69. Corporate Website: www.nisource.com

    | | LLOYD M. YATES | | | | Age: 65 Director Since: 2020 President and CEO since 2022 | Standing Board Committees: • None | | Executive Experience: Mr. Yates has served as president and CEO of NiSource since February 2022. Mr. Yates retired in 2019 from Duke Energy, where he most recently served as executive vice president, customer and delivery operations, and president, Carolinas Region, since 2014. In this role, he was responsible for aligning customer-focused products and services to deliver a personalized end-to-end customer experience to position Duke Energy for long-term growth, as well as for the profit/loss, strategic direction and performance of Duke Energy’s regulated utilities in North Carolina and South Carolina. Previously, he served as executive vice president of regulated utilities at Duke Energy, overseeing Duke Energy’s utility operations in six states, federal government affairs, and environmental and energy policy at the state and federal levels, as well as executive vice president, customer operations, where he led the transmission, distribution, customer services, gas operations and grid modernization functions for millions of utility customers. He held various senior leadership roles at Progress Energy, Inc., prior to its merger with Duke Energy, from 2000 to 2012. Outside Board and Other Experience: Mr. Yates currently serves on the board of directors of Marsh & McLennan Companies. He previously served on the board of directors of American Water Works Company Inc. and Sonoco Products Company. Skills and Qualifications: Mr. Yates brings significant energy and regulated utility experience to our Board. He has over 40 years of experience in the energy industry, including in the areas of profit/loss management, customer service, nuclear and fossil generation and energy delivery. At Duke Energy, he used his operational experience to improve safety, reliability and the overall customer experience for millions of customers. He has expertise overseeing regulated utility operations, working with state regulators, and managing consumer and community affairs. He also has experience managing gas and grid modernization functions, which is valuable to our Board as we execute our business strategies. In addition, his experience as a director for other prominent public companies benefits our Board by bringing additional perspective to a variety of important areas of governance and strategic planning. | | |

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    | 21 | | NISOURCE INC. 2026 PROXY STATEMENT |

  71. Corporate Website: www.nisource.com

    Corporate Governance Director Independence Under our Corporate Governance Guidelines, a majority of the Board must be comprised of “independent directors”. In order to assist the Board in making its determination of director independence, the Board has adopted categorical standards of independence consistent with the standards contained in Section 303A.02 of the NYSE Listed Company Manual. A copy of our Corporate Governance Guidelines is posted on our website at https://www.nisource.com/investors/governance. In considering Mr. Johnson’s independence, the Board considered the ordinary course and arms-length business relationship between subsidiaries of the Company and TC Energy Corp., where Mr. Johnson serves as a member of the board of directors. The Board has affirmatively determined that, with the exception of Mr. Yates, all of the members of the Board and all nominees are “independent directors” as defined in Section 303A.02 of the NYSE Listed Company Manual and our Corporate Governance Guidelines. Policies and Procedures with Respect to Transactions with Related Persons We have established policies and procedures with respect to the review, approval and ratification of any transactions with related persons. Under its charter, the N&G Committee reviews reports and disclosures of related party transactions. Under our Conflicts of Interest policy, the following situations may present a conflict of interest and must be reviewed to determine if they involve a direct or indirect interest of any 5% stockholder, director, executive officer or employee (including immediate family members) or otherwise present a conflict of interest:

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    | • | owning more than a 10% equity interest or a general partner interest in any entity that transacts business with the Company (including lending or leasing transactions, but excluding the receipt of utility service from the Company at tariff rates), if the total amount involved in such transactions may exceed $120,000; |

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    | • | selling anything to the Company or buying anything from the Company (including lending or leasing transactions, but excluding the receipt of utility service from the Company at tariff rates), if the total amount involved in such transactions may exceed $120,000; |

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    | • | consulting for or being employed by a competitor of the Company; and |

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    | • | being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member employed by the Company. |

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    Related person transactions are subject to a prior review and approval and in certain circumstances as may be necessary, are ratified by the N&G Committee. Directors are expected to raise any potential transactions involving a conflict of interest that relate to them with the N&G Committee so that they may be reviewed in a prompt manner. Additionally, officers are expected to raise any potential transactions involving a conflict of interest that relate to them with the General Counsel so that they may be reviewed in a prompt manner. The General Counsel’s office will review with the N&G Committee situations that may present a conflict of interest. Related person transactions are reviewed annually. There were no transactions between the Company and any 5% stockholder, officer, director or nominee for director, or any affiliate of or person related to any of them, since January 1, 2025, of the type or amount required to be disclosed under the applicable Securities and Exchange Commission (“SEC”) rules.

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    | 22 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    Communications with the Board and Non-Management Directors Stockholders and other interested persons may communicate any concerns they may have regarding the Company as follows:

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    | • | Communications to the Board may be made to the Board generally, any director individually, the non-management directors as a group, or the Chair of the Board, by writing to the below address. The Corporate Secretary will review and forward, as appropriate, such correspondence in order to facilitate communication with the Board, its committees, the independent directors, or individual members. |

  80. Corporate Website: www.nisource.com

    NiSource Inc. Attention: Board of Directors, or any Board member, or non-management directors, or Chair of the Board c/o Corporate Secretary 801 E. 86th Avenue Merrillville, Indiana 46410

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    | • | The Audit Committee has approved procedures with respect to the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or audit matters. Communications regarding such matters may be made by contacting our Ethics department at ethics@nisource.com, calling the business ethics hotline at 1-800-457-2814, or writing to: |

  82. Corporate Website: www.nisource.com

    NiSource Inc. Attention: Director, Corporate Ethics 801 E. 86th Avenue Merrillville, Indiana 46410 Stockholder Engagement We are committed to engaging with our stockholders and soliciting their views and input on matters important to them. Our N&G Committee is responsible for overseeing the stockholder engagement process and the periodic review and assessment of stockholder input on governance matters. In 2025, as part of our stockholder engagement process, management held conversations with various stockholders throughout the year in a variety of forums. These conversations cover many corporate governance topics, including Board composition, executive compensation and other matters. In addition, in response to the stockholder proposal at the 2025 Annual Meeting seeking to lower the current 25% ownership threshold to call a special meeting, these conversations also allowed an opportunity to discuss this topic. These engagements provided us an opportunity to understand certain stockholders’ perspectives. The information obtained from these discussions with stockholders was used to evaluate and review our practices and disclosures. We intend to continue stockholder engagement on governance and other matters each year outside of the proxy season. Our independent directors are available to engage in dialogue with stockholders on matters of significance to understand stockholders’ views. In addition, management regularly participates in investor and industry conferences throughout the year to discuss performance and share its perspective on the Company and industry developments. Code of Business Conduct We have a Code of Business Conduct to promote: (i) ethical behavior, including the ethical handling of conflicts of interest; (ii) full, fair, accurate, timely and understandable financial disclosure; (iii) compliance with applicable laws, rules and regulations; (iv) accountability for adherence to our Code of Business Conduct; and (v) prompt internal reporting of violations of our code. Our Code of Business Conduct satisfies applicable SEC and NYSE requirements and applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer and controller), and all other employees of the Company and our affiliates. A copy of our Code of Business Conduct is available on our website at https://www.nisource.com/investors/governance and also is available to any stockholder upon written request to our Corporate Secretary at the address noted above under the heading “Communications with the Board and Non-Management Directors”. Any waiver of our Code of Business Conduct for any director, executive officer or Section 16 Officer may be made only by the Audit Committee of the Board and must be promptly disclosed to the extent and in the manner required by the SEC or the NYSE and posted on our website. No such waivers were granted in 2025. To instill and reinforce our values and culture, we require our employees to participate in regular training on rotating ethics and compliance topics each year, including, among others, raising concerns, treating others with respect, preventing discrimination in the

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  84. Corporate Website: www.nisource.com

    workplace, anti-bribery and corruption, data protection, harassment, conflicts of interest, and the anonymous ethics and compliance hotline. All employees receive training on our Code of Business Conduct annually or more frequently if there is a material change in content. Our business ethics program, including the employee training program, is reviewed annually by our executive leadership team and the Audit Committee of the Board. Our Audit Committee receives regular updates throughout the year. Corporate Governance Guidelines The N&G Committee is responsible for annually reviewing and reassessing the Corporate Governance Guidelines and submitting any recommended changes to the Board for its approval. A copy of the Corporate Governance Guidelines can be found on our website at https://www.nisource.com/investors/governance and is also available to any stockholder upon written request to our Corporate Secretary. Board Leadership Structure Our Corporate Governance Guidelines state that we reserve the right to consider leadership of the Board in the way that best serves our interests at the time and, accordingly, the Board has no fixed policy with respect to combining or separating the offices of Chair and CEO. If the Chair is not an independent director, an independent Lead Director will be chosen annually by the Board, taking into account the recommendation of the N&G Committee. The Chair or, if the Chair is not an independent director, the Lead Director, will be the presiding director of executive sessions of the Board. To promote open discussion among the non-management directors, the Board schedules regular executive sessions at meetings of the Board and each of its committees. Since late 2006, the offices of Chair and CEO of the Company have been held by different individuals, with the Chair being an independent director. The duties of the Chair of the Board are as follows:

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    | • | providing leadership to the Board and management, and monitoring the discharge of their duties; |

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    | • | presiding at meetings of stockholders and the Board, including executive sessions of the Board and meetings of the independent directors; |

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    | • | serving as a liaison between the independent directors and management; |

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    | • | in consultation with the CEO, setting agendas for the meetings of the Board, and developing annual Board meeting schedules for approval by the Board; |

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    | • | ensuring proper flow of information to the Board; |

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    | • | having the authority to call special meetings of the Board and independent directors; |

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    | • | being available for consultation and direct communication with stockholders and other key stakeholders, as appropriate; and |

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    | • | having such other responsibilities and performing such duties as may from time to time be assigned to him or her by the Board. |

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    The Board periodically reviews the structure and the division of responsibilities between the role of independent Chair and CEO. The structure and division of responsibilities is intended to maintain the integrity of the oversight function of the Board by providing a separate framework of responsibilities for the independent Chair as set forth above. Board Oversight of Risk Similar to other large corporations, we face a myriad of risks. Our Board takes an active role in monitoring and assessing our strategic, compliance, operational and financial risks, as well as cybersecurity risks. The Board also has oversight over risks related to environmental, social and governance strategy, including assuring that these risks and opportunities are directly tied to our business strategy and understanding how we are measuring progress toward goals. The Board administers its oversight function through utilization of its various committees. Board oversight includes consideration of management’s process for assessing existing risks and emerging risks and the policies management has implemented to monitor and control such risks and elevate major and emerging risks for discussion with the Board, which includes the Company’s Risk Management Committee. Our Risk Management Committee, which consists of

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  95. Corporate Website: www.nisource.com

    members of our senior management, is responsible for oversight of our risk management process. Senior management regularly provide reports on our risks and emerging risks to the Board, the Audit Committee and the other Board committees that oversee the applicable risks. Additionally, the Audit Committee discusses with management and the independent registered public accounting firm the effect of regulatory and accounting initiatives on our financial statements and is responsible for review and evaluation of our major risk exposures, including cybersecurity and supplier risks, and the steps management has taken to monitor and control such exposures. The Compensation & Human Capital (“C&HC”) Committee, the Safety, Operations, Regulatory and Policy (“SORP”) Committee, the Finance Committee and the N&G Committee are each charged with overseeing the risks associated with their respective areas of responsibility. The C&HC Committee oversees risks related to executive compensation and human capital management matters, including incentive compensation, succession planning, workforce initiatives, employee engagement, culture and talent management. The SORP Committee oversees risks related to safety and operations. The Finance Committee oversees risks related to capital management and allocation and investor relations. The N&G Committee oversees risks related to environmental, social, sustainability and climate change matters, public company governance, CEO succession planning, political spending and stockholder engagement. For more information regarding the oversight responsibilities of the Board Committees, see the descriptions of the committees below. Generally, at each Board meeting, the chairs of each committee provide a report to the Board on any key items and risks discussed at the respective committee meetings. In addition, the Board regularly discusses the Company’s short-, medium-, and long-term strategy and risks. Shorter term risks and related matters are generally discussed at meetings of the Board and applicable committee on a regular and recurring basis, whereas longer term risks are discussed at least annually and as appropriate throughout the course of the year. Our Board or applicable committee receives information from external advisors and others, including the Company’s independent auditors, legal counsel, compensation consultant, and financial advisors, to advise on key risks and other issues relevant to the Company. Oversight of Cybersecurity As noted above, the Board is responsible for overseeing our risks and this oversight is administered through the utilization of its committees. Specifically, the Audit Committee is primarily responsible for oversight of the cybersecurity program and risks from cybersecurity threats, with input from the Company’s Risk Management Committee through our cybersecurity program. The cybersecurity program includes a variety of security controls and measures designed to identify, assess, and manage material cybersecurity risks. The key components of the cybersecurity program are risk assessment, third-party risk management, security controls and incident response. The Audit Committee meets quarterly and, as needed, reviews the Company’s cybersecurity posture and makes recommendations for improvement. The Chief Information Security Officer (“CISO”) regularly briefs the Audit Committee on cybersecurity risks and the efforts to address them. In addition, the Board of Directors is briefed regularly, through written reports and updates by the Audit Committee, about key and emerging cybersecurity risks. At the management level, the CISO leads the cybersecurity program and is responsible for assessing and managing cybersecurity risks. The CISO is supported by the NiSource Enterprise Security team which performs the cybersecurity function and engages directly on the prevention, detection, mitigation, and remediation of cybersecurity incidents. NiSource monitors the increasing sophistication of cybersecurity threats and continues to contribute resources to improve its cybersecurity program to protect its information systems and assets. No cybersecurity program is effective to identify and mitigate all threats, and NiSource cannot guarantee that it will be able to prevent all cybersecurity incidents. Succession Planning Our management team performs succession planning for officer-level and critical roles to ensure that we develop and sustain a strong bench of talent capable of performing at the highest levels. Not only is talent identified, but potential paths of development are discussed to ensure that employees have an opportunity to build their skills and are well prepared for future roles. We maintain formal succession plans for our CEO and key executive officers. The succession plan for our CEO is reviewed by the N&G Committee and the succession plans for executive officers (other than the CEO) are reviewed by the C&HC Committee annually or more frequently as needed.

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    Meetings and Committees of the Board The Board met 14 times during 2025. Each incumbent director attended at least 75% of the total number of meetings of the Board and of the committees of the Board on which he or she served and, in each case, during the periods that he or she served. Pursuant to our Corporate Governance Guidelines, directors are expected to attend all Board meetings, to spend the time needed to discharge their responsibilities as directors and to attend the annual meeting of stockholders. 100% of directors attended the 2025 annual meeting of stockholders. Pursuant to our Corporate Governance Guidelines, the Board expects that our senior officers will regularly attend Board and Committee meetings, present proposals and otherwise assist in the work of the Board. Members of the Board have direct access to all of our employees, outside advisors and independent registered public accounting firm. The Board has established six standing committees to assist the Board in carrying out its duties: the Audit Committee, the C&HC Committee, the Finance Committee, the N&G Committee, the SORP Committee and the Executive Committee. The Board generally evaluates the structure and membership of its committees on an annual basis, appoints the independent members of the Board to serve on the committees and elects committee chairs following the annual meeting of stockholders. The following table shows the composition of each standing Board committee as of the date of this Proxy Statement. Mr. Yates does not serve on any committee but is invited to attend various committee meetings. Mr. Kabat, Chair of the Board, serves as chair of the Executive Committee, on the N&G Committee and is invited to attend all meetings of each of the other committees. Board Committee Composition This table represents current committee membership as of March 30, 2026.

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    | Director | Audit | C&HC | Finance | N&G | SORP | Executive | | Peter A. Altabef | | CHAIR | | | | | | Sondra L. Barbour(1) | CHAIR | | | | | | | Theodore H. Bunting, Jr.(1) | | | | | | | | Eric L. Butler | | | | | | | | Deborah A. Henretta | | | | CHAIR | | | | Deborah A. P. Hersman | | | | | | | | Michael E. Jesanis(1) | | | CHAIR | | | | | William D. Johnson | | | | | CHAIR | | | Kevin T. Kabat(2) | | | | | | CHAIR | | Cassandra S. Lee(1) | | | | | | | | John McAvoy | | | | | | | | Lloyd M. Yates | | | | | | |

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    | (1) Audit Committee Financial Expert, as defined by SEC rules. |

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    | (2) Independent Chair of the Board. |

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    The summaries below are qualified by reference to the entire charter for each of the Audit, C&HC, Finance, N&G, SORP and Executive Committees; each of which can be found on our website at https://www.nisource.com/investors/governance and is also available to any stockholder upon written request to our Corporate Secretary. Additionally, any committee may perform other duties and responsibilities, consistent with their respective charters, our Amended and Restated Bylaws (our “Bylaws”), Delaware law, the rules of the NYSE, the federal securities laws and such other requirements applicable to us, delegated to any committee by the Board, or in the case of the C&HC Committee, under any provision of any of our benefit or compensation plans.

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    | 26 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    AUDIT COMMITTEE The Audit Committee met ten times in 2025. Our Audit Committee is responsible for the oversight of our internal audit function and financial reporting process. The Audit Committee has the sole authority to appoint, retain or replace our independent registered public accounting firm and is responsible for, among other things:

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    | • | monitoring the integrity of the financial statements of the Company; |

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    | • | reviewing our independent registered public accounting firm’s qualifications and independence and compensating our independent registered public accounting firm; |

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    | • | overseeing the performance of our internal audit function and our independent registered public accounting firm; |

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    | • | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements before earnings announcements; |

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    | • | reviewing and discussing with management our annual and quarterly earnings press releases; |

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    | • | reviewing and discussing with management and our independent registered public accounting firm major issues regarding accounting principles and financial statement presentations, adequacy of internal controls, and any critical judgments or accounting estimates made in connection with the preparation of financial statements; |

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    | • | reviewing and evaluating our major risk exposures, including cybersecurity and supplier and technological innovation, obsolescence, and failure risks, and the steps management has taken to monitor and control such exposures, including discussion of our risk assessment and risk management policies; and |

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    | • | overseeing our compliance with legal and regulatory requirements, other than to the extent such matters are overseen by the SORP Committee. |

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    The Board has determined that all of the members of the Audit Committee are independent as defined under the applicable NYSE and SEC rules, including the additional independence standard for audit committee members, and under our Corporate Governance Guidelines. For more information regarding the Audit Committee, see “Audit Committee Report,” “Proposal 3 — Ratification of Independent Registered Public Accounting Firm” and “Independent Registered Public Accounting Firm Fees” below. C&HC COMMITTEE The C&HC Committee met five times in 2025. The C&HC Committee is responsible for reviewing our human capital management programs, apprising the Board with respect to the evaluation, compensation and benefits of our executives, and reviewing policies and programs to attract, retain, and appropriately reward employees. The C&HC Committee’s responsibilities include, among other items, the following:

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    | • | evaluating the performance of our CEO and other executive officers considering our goals and objectives; |

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    | • | reviewing and approving the goals and objectives relevant to CEO and executive officer compensation; |

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    | • | making recommendations to the independent Board members regarding CEO compensation and approving compensation of the other executive officers; |

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    | • | reviewing and approving periodically a general compensation policy for our other officers and officers of our principal subsidiaries; |

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    | • | approving, or if appropriate, making recommendations to the Board with respect to incentive compensation plans and equity-based plans; |

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    | • | reviewing our officer candidates for election by the Board; |

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    | • | reviewing and evaluating the executive officers’ development and succession plan (other than our CEO’s succession plan, which is reviewed by the N&G Committee); |

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    | • | evaluating the risks associated with our compensation policies and practices and the steps management has taken to monitor and control such risks; and |

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    | • | overseeing the Company’s human capital management function, including procedures, programs, policies and practices with respect to equal employment opportunity and workforce initiatives; employee engagement and corporate culture; and leadership talent and workforce development. |

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    | 27 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    All of the directors serving on the C&HC Committee are: (i) independent as defined under the applicable NYSE and SEC rules and under our Corporate Governance Guidelines and the additional NYSE independence standard for members of compensation committees and (ii) “non-employee directors” as defined under Rule 16b-3 of the Exchange Act. For additional information regarding the C&HC Committee’s principles, policies and practices, please see the discussion under “Compensation Discussion and Analysis (CD&A)”. FINANCE COMMITTEE The Finance Committee met five times during 2025. Its responsibilities include the following, among others:

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    | • | reviewing and evaluating our financial plans, capital structure, equity and debt levels, credit ratings, dividend policy and financial policies; |

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    | • | reviewing our corporate insurance programs; |

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    | • | reviewing our investment strategy and investments; |

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    | • | reviewing and evaluating our financial, tax, interest rate exposure to economic risks, and as appropriate, third party credit and commodity risks, and the steps management has taken to monitor and control such risks; |

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    | • | reviewing our annual earnings guidance and capital budgets and review capital investment opportunities and programs, and recommend approval of capital budgets to the Board; and |

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    | • | reviewing our hedging policies and exempt swap transactions. |

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    N&G COMMITTEE The N&G Committee met five times in 2025. Its responsibilities include, among others:

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    | • | identifying individuals qualified to become Board members, consistent with criteria approved by the Board; |

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    | • | recommending to the Board director nominees for election at the next annual meeting of the stockholders; |

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    | • | developing and recommending to the Board the Corporate Governance Guidelines; |

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    | • | consulting with management to determine the appropriate response to stockholder proposals submitted pursuant to SEC rules, excluding proposals regarding safety, operations, regulatory policy matters and compensation and human capital matters, which are reviewed by the SORP Committee and the C&HC Committee, respectively; |

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    | • | overseeing our environmental, social, nominating and governance-related stockholder engagement process and periodically reviewing stockholder input on corporate governance matters; |

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    | • | reviewing and evaluating our CEO succession plan and working with the Board to evaluate potential successors to our CEO; |

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    | • | reviewing and overseeing, at least annually, corporate and business unit political spending; |

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    | • | reviewing and considering independence and possible conflicts of interest of members of the Board and executive officers and reviewing reports and disclosures of related party transactions and conducting a reasonable prior review of such related-party transactions in accordance with legal and regulatory requirements; |

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    | • | reviewing and evaluating our strategy, efforts, programs, policies, practices and performance with respect to environmental, social, sustainability and climate change matters to ensure they are consistent with the long-term strategic objectives and good corporate citizenship; |

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    | • | evaluating any resignation tendered by a director and making recommendations to the Board about whether to accept such resignation; and |

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    | • | overseeing the evaluation of the performance of the Board and its committees. |

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    | 28 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    SORP COMMITTEE The SORP Committee met five times during 2025. The SORP Committee assists the Board in overseeing the programs, performance and risks relative to the oversight and review of our operations, including safety, performance and regulatory compliance matters. Its responsibilities include, among others:

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    | • | overseeing the overall performance of our utility company operations and our compliance with operational, legal and regulatory requirements; |

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    | • | evaluating our safety policies, practices and performance relating to our employees, contractors and the general public; |

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    | • | reviewing and assessing stockholder proposals related to safety, operations, regulatory or policy; |

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    | • | monitoring our relationships with regulatory and governmental authorities and our ability to make timely, complete and accurate regulatory filings; |

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    | • | reviewing and monitoring major legislation, regulation and other external influences that pertain to the SORP Committee’s responsibilities and assessing the impact on us; and |

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    | • | reviewing and evaluating our programs, policies, practices and performance with respect to health and safety compliance auditing. |

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    The N&G Committee, with the assistance of the independent compensation consultant, annually reviews the amount and composition of non-employee director compensation. Please see the discussion under the heading “2025 Director Compensation” for a description of the compensation we provide to our non-employee directors. The N&G Committee also leads the processes set forth below. Director Selection Process. The N&G Committee identifies and screens candidates for director and makes its recommendations for director to the Board. At times the Board may establish an ad hoc search committee to assist the N&G Committee in this process. Additionally, the N&G Committee has the authority to retain a search firm to help it identify director candidates to the extent it deems necessary or appropriate. Any search firm that is engaged will include women and minority candidates in the pool of director candidates presented to the N&G Committee. In considering candidates for director, the N&G Committee considers the skills, expertise, experience and qualifications that will best complement the overall mix of skills and expertise of the Board in view of the strategy of, and the risks and opportunities that we face, as well as each candidate’s relevant business, academic and industry experience, professional background, age, current employment, community service, other board service and other factors. In addition, the N&G Committee takes into account the racial, ethnic and gender diversity of the Board and actively seeks minority and female candidates. The N&G Committee seeks to identify and recommend candidates with a reputation for, and record of, integrity and good business judgment who have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated; are effective in working in complex collegial settings; are free from conflicts of interest that could interfere with a director’s duties to us and our stockholders; and are willing and able to make the necessary commitment of time and attention required for effective service on the Board, including limiting their service on other boards to a reasonable number. The N&G Committee also takes into account the candidate’s level of financial literacy. The N&G Committee monitors the mix of skills and experience of the directors in order to assess whether the Board has the necessary tools to perform its oversight function effectively. The N&G Committee also assesses the diversity of the Board as a part of its annual self-assessment process as described in more detail below. The N&G Committee will consider nominees for directors recommended by stockholders and will use the same criteria to evaluate candidates proposed by stockholders as it uses to evaluate the candidates identified by the Board. The Board has determined that all of the members of the N&G Committee are independent as defined under the applicable NYSE rules and our Corporate Governance Guidelines. For information on how to nominate a person for election as a director at the 2027 Annual Meeting, please see the discussion under the heading “Stockholder Proposals and Nominations for 2027 Annual Meeting.” Evaluation Processes. The Board recognizes that a robust and constructive performance evaluation process is an essential component of Board effectiveness. As such, the Board conducts (a) director and (b) board and committee annual performance evaluations that are intended to determine whether the Board, each of its committees, and individual Board members are functioning effectively and to provide them with an opportunity to reflect upon and improve processes and effectiveness. The N&G Committee oversees these evaluation processes. Annually at its meeting in March, the N&G Committee initiates the board and committee self-evaluation process and approves the form of written evaluation questionnaires that are distributed to each director for completion. The written evaluation questionnaires are updated each year as necessary to reflect changes identified in the prior

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    | 29 | | NISOURCE INC. 2026 PROXY STATEMENT |

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    year, any committee charter changes and any suggestions from the directors. The questionnaires solicit feedback on Board composition, Board meeting mechanics, including information received, core responsibilities, relationship with management, committee functioning and other relevant matters. Annually at its meeting in October, the N&G Committee initiates the director peer evaluation process. As part of the director peer evaluations, the N&G Chair meets with each director individually to solicit feedback with respect to individual director performance and Board dynamics. Our Board utilizes the results of these evaluations in making decisions on Board agendas, Board structure, committee responsibilities and agendas, information presented to the Board, and continued service of individual directors on the Board. This information is then shared with the Board, and appropriate actions or changes are then identified. Director Education. At the Company’s expense, all directors are encouraged to periodically attend director continuing education programs offered by various organizations. The Company also maintains an orientation program that consists of written materials, oral presentations, and site visits. In addition to orientation, we maintain an internal director education program where corporate and industry information is disseminated through various mediums, including presentations and written materials, webinars and seminars and site visits. Retirement Age; No Term Limits. The Board periodically evaluates the performance and qualifications of individual directors in connection with the nomination process, including the appropriate time for retirement of directors. However, no director after having attained the age of 72 years will be nominated for re-election to the Board unless the Board determines that the nomination is in the best interests of the Company. In consideration of the significant recent commercial transactions and the value of retaining a director who has deep insights into our industry and extensive leadership skills as a former CEO, executive and director of other publicly traded companies, the Board determined that it would be in the best interests of NiSource and its stockholders to ask Mr. Johnson to stand for re-election at the 2026 Annual Meeting, as permitted under our Corporate Governance Guidelines, although he has attained the age of 72. Although the N&G Committee will consider length of service in recommending candidates for re-election, the Board does not believe that adopting a set term limit for directors serves our interests. Such limits may result in the loss of contributions from directors who have been able to develop, over a period of time, increasing insight into our operations and our strategic direction. The N&G Committee reviews these policies as part of its annual governance review and will consider modifications to these policies as deemed necessary and in our best interests and the best interests of our stockholders. Director Compensation. This section describes compensation for our non-employee directors. To attract and retain highly qualified candidates to serve on the Board, we provide a combination of cash and equity awards. Our non-employee director compensation is reviewed annually by our N&G Committee with the assistance of Meridian Compensation Partners, LLC (“Meridian”), the C&HC Committee’s independent compensation consultant. A full-time employee who serves as a director does not receive any additional compensation for service on the Board. A substantial portion of each non-employee director’s annual retainer is in the form of equity awards. For 2025, each non-employee director received an annual retainer of $290,000, consisting of $116,000 in cash and an award of restricted stock units (“RSUs”) valued at $174,000 at the time of grant. The cash retainer is paid in arrears in four equal installments at the end of each calendar quarter. RSUs are awarded annually on the date of each annual meeting of stockholders and generally vest on the first anniversary of the grant date, subject to continued service on the Board through the vesting date. The number of RSUs is determined by dividing the value of the grant by the closing price of our common stock on the grant date. A non-employee director who is newly appointed to the Board other than in connection with an annual meeting of stockholders will receive a grant of RSUs upon appointment and the number of RSUs awarded is determined in the same manner as described above for annual awards, but the award is pro-rated based on the portion of the vesting period that has passed since the last annual meeting. Initial director awards are scheduled to vest on the first anniversary of the grant date, subject to continued service on the Board through the vesting date. The RSUs granted at and after the 2020 annual meetings of stockholders were granted under the NiSource Inc. 2020 Omnibus Incentive Plan (“2020 Omnibus Plan”), while RSU awards granted prior to the 2020 annual meeting of stockholders were granted under the NiSource Inc. 2010 Omnibus Incentive Plan (“2010 Omnibus Plan”). General vesting dates may be impacted by (i) elections to defer receipt of RSU awards, (ii) a “change-in-control” (as defined in the 2020 Omnibus Plan or 2010 Omnibus Plan, as applicable), or (iii) separation due to retirement, death or disability. RSUs accrue dividends prior to settlement in shares of our common stock. If a non-employee director elects to defer receipt of his or her RSUs, then such deferred stock units will be paid in shares of our common stock upon the non-employee director’s separation from the Board or such other date selected by the non-employee director. Each non-employee director who serves as chair of a Board committee receives compensation for the additional responsibilities associated with such service. The 2025 committee chair fees were $20,000 for each of the standing committees. The Chair of the Board received additional annual compensation of $160,000 for his role. These fees are paid in cash in arrears in four equal installments and are prorated in the case of partial year service.

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    All Other Compensation. The compensation included under the column “All Other Compensation” in the 2025 Director Compensation Table below consists of matching contributions made by the NiSource Charitable Foundation (the “Foundation”). Director Stock Ownership. The Board maintains stock ownership requirements for directors that are included in our Corporate Governance Guidelines. Within five years of becoming a non-employee director, each non-employee director is required to hold an amount of our stock with a value equal to five times the annual cash retainer paid to directors. Company stock that counts towards satisfaction of this requirement includes shares purchased on the open market, awards of restricted stock or RSUs, and shares beneficially owned in a trust or by a spouse or other immediate family member residing in the same household. All of the non-employee director nominees are in compliance with the stock ownership guidelines or are within the five-year transition period included in the Corporate Governance Guidelines. Each director has a significant portion of his or her compensation directly aligned with long-term stockholder value. Approximately sixty percent (60%) of a non-employee director’s 2025 annual retainer (valued as of the time of award and excluding committee retainers) consisted of RSUs, which are converted into common stock when vested and distributed to the director. 2025 Director Compensation The table below sets forth all compensation earned by or paid to our non-employee directors in 2025. Mr. Yates did not receive any additional compensation for his service on the Board. Mr. Yates’ compensation for serving as President and CEO during 2025 is discussed in the Executive Compensation section of this Proxy Statement.

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    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Peter A. Altabef | $128,743 | $174,000 | $20,000 | $322,743 | | Sondra L. Barbour | $128,743 | $174,000 | | $302,743 | | Theodore H. Bunting, Jr. | $123,313 | $174,000 | | $297,313 | | Eric L. Butler | $123,313 | $174,000 | | $297,313 | | Deborah A. Henretta | $136,000 | $174,000 | | $310,000 | | Deborah A.P. Hersman | $116,000 | $174,000 | $2,000 | $292,000 | | Michael E. Jesanis | $136,000 | $174,000 | $15,000 | $325,000 | | William D. Johnson | $136,000 | $174,000 | | $310,000 | | Kevin T. Kabat | $276,000 | $174,000 | | $450,000 | | Cassandra S. Lee | $116,000 | $174,000 | $12,500 | $302,500 | | John McAvoy | $116,000 | $174,000 | | $290,000 |

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    | (2) The amounts shown reflect the grant date fair value of awards computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For RSUs, the grant date fair value is the number of shares multiplied by the closing price of our stock on the award date. On May 12, 2025, each non-employee director received an award of RSUs valued at $174,000, which was equal to approximately 4,541 RSUs valued at $38.32 per unit, the closing price of our common stock on that date. For information on the valuation assumptions used in these computations, see Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”). |

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    | (3) As of December 31, 2025, the number of equity awards (in the form of RSUs or deferred stock units) that were outstanding for each non-employee director was as follows: Mr. Altabef, 4,601.076; Ms. Barbour, 25,227.117; Mr. Bunting, 10,528.001; Mr. Butler, 4,601.076; Ms. Henretta, 72,700.763; Ms. Hersman, 43,113.738; Mr. Jesanis, 4,601.076; Mr. Johnson, 24,466.065; Mr. Kabat, 4,601.076; Ms. Lee, 25,005.271; and Mr. McAvoy, 11,881.245. For Mr. Yates, the number of RSUs or deferred stock units he received while serving as a non-employee director which were outstanding as of December 31, 2025 was 15,231.417. |

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    | (5) Does not include RSUs issued under the 2020 Omnibus Plan or the 2010 Omnibus Plan unless the shares have been distributed or the non-employee director has the right to acquire the shares within 60 days of March 16, 2026. |

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    | (8) Includes certain PSUs to which Mr. Yates is entitled upon a voluntary termination. The number of PSUs included is based upon target performance because actual performance is not yet known. |

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    2025 EXECUTIVE COMPENSATION PAY MIX SUMMARY For 2025, the C&HC Committee approved a mix of pay that balances short-term and long-term incentives and focuses the efforts of our NEOs on the achievement of both short-term and long-term strategic objectives. The majority of our NEOs’ total target direct compensation was in the form of equity awards to align the interests of NEOs with stockholders. The mix of key elements of compensation (expressed as a proportion of total compensation) awarded to our NEOs, including the CEO, reflects a significant portion of the total target direct compensation being at-risk, which is consistent with our pay for performance philosophy. For more information, see “Components of 2025 Executive Compensation”. The following chart shows the mix of 2025 total target direct compensation for our CEO, the 2025 average total target direct compensation for other NEOs, and the portion that is performance based and/or at-risk. The C&HC Committee approved annualized 2025 total target direct compensation and each component of total target direct compensation for the listed NEOs as reflected in the table below.

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    | NEO(1) | Base Salary as of 12/31/25 ($) | Annual Short- Term Incentive Target as % of Base Salary | Annual Short- Term Incentive Target as of 12/31/25 ($) | PSUs at Target ($) | RSUs ($) | Total Target Direct Compensation ($) | | Lloyd Yates | 1,200,000 | 130% | 1,560,000 | 7,200,000 | 1,800,000 | 11,760,000 | | Shawn Anderson | 675,000 | 75% | 506,250 | 1,350,000 | 337,500 | 2,868,750 | | Melody Birmingham | 690,000 | 75% | 517,500 | 1,242,000 | 310,500 | 2,760,000 | | William Jefferson | 650,000 | 75% | 487,500 | 1,170,000 | 292,500 | 2,600,000 | | Michael Luhrs(1) | 650,000 | 75% | 487,500 | 1,170,000 | 292,500 | 2,600,000 |

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    PLAN CONCEPT AND MECHANICS The following formula is used to calculate each NEO’s 2025 STI award. 2025 Individual STI Target %. The C&HC Committee set the STI target percentage (expressed as a percentage of base salary) for each NEO except for Mr. Yates. For Mr. Yates, the C&HC Committee made a recommendation to the Board of Directors which approved his STI target percentage. The Pay Factors, peer group and market data are considered when setting the STI target percentage for each NEO. The C&HC Committee and Board, respectively, confirmed that the STI target percentage for the NEOs was reflective of peer group practice and was appropriately aligned with competitive market practice to help ensure retention of our executive talent. 2025 STI Scorecard Performance Measures. In January 2025, the C&HC Committee approved the following performance measures for the 2025 STI program. The C&HC Committee chose these measures because they align with our commitment to deliver safe and reliable energy to our customers and drive stockholder value.

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    2025 STI SCORECARD PERFORMANCE MEASURES, GOALS AND RESULTS The STI pool is funded based on the formulaic incentive opportunity under the STI plan. At the end of the performance period, the result of each performance measure is calculated, and the sum of the weighted results is the STI scorecard result. The table below shows each performance measure, goals, results, weight and the percentage of target achievement. Under the STI plan, the C&HC Committee retains discretion to adjust STI awards, either on a formulaic or discretionary basis.

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    | | Goals | | | | | Formulaic Result as % Target(1) | | | Performance Measure | Threshold | Target | Stretch | Result(1) | Weight | | Weighted % Achievement | | Adjusted EPS | $1.85 | $1.88 | $1.91 | $1.90(2) | 70% | 167% | 117% | | Operational Excellence | 2 | 1 | 0 | 0 | 10% | 200% | 20% | | Safety | | | | | | | | | --DART | 0.59 | 0.56 | 0.50 | 0.51 | 5% | 183% | 9% | | --PVC | 1.35 | 1.29 | 1.16 | 1.57 | 5% | 0% | 0% | | Customer Satisfaction | 71.0% | 73.0% | 75.0% | 69.8% | 10% | 0% | 0% | | | | | | | Overall STI Scorecard Result as % of Target | | 146% |

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    | | Target Annual Incentive Award | | | | | | NEO | 2025 STI Target % | Earnings Paid During Year | STI Scorecard Results | Individual Performance Modifier | Final Annual STI Award $ | | Lloyd Yates | 130 | $1,191,667 | 146% | 100% | $2,261,784 | | Shawn Anderson | 75 | $670,833 | 146% | 100% | $734,563 | | Melody Birmingham | 75 | $686,667 | 146% | 100% | $751,900 | | William Jefferson | 75 | $645,833 | 146% | 100% | $707,188 | | Michael Luhrs | 75 | $641,667 | 146% | 142.3% | $1,000,000 |

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    | For 2025, the C&HC Committee approved the following mix of LTI awards granted to our NEOs based upon a review of our peer companies’ compensation practices, the importance of executive retention, the goal to align pay with performance and consideration of our compensation philosophy: | |

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    2025 PERFORMANCE SHARE UNITS (“PSU”) PSU Objectives. The key objectives of our 2025 PSU grants are to:

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    | • | Motivate NEOs to achieve critical long-term financial and relative total stockholder return goals (relative to peers) and achieve critical business imperatives related to operational excellence and safety, workforce and sustainability |

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    | • | Provide market competitive performance based LTI opportunities (when aggregated with RSU grants, which are discussed below) |

  169. Corporate Website: www.nisource.com

    | Performance Measure | Description | | Financial: Three-Year Cumulative Adjusted EPS | Meeting earnings commitments is the foundation for long-term stockholder value creation and dividend growth. The target three-year cumulative Adjusted EPS performance goals are based upon our expected annual growth rate. For the definition and calculation of Adjusted EPS, see above under “Plan Concept and Mechanics.” | | Financial: Three-Year Relative Total Stockholder Return (“RTSR”) | This measure aligns the interests of our NEOs with those of our stockholders. RTSR is measured by ranking the Company’s total stockholder return over the 3-year period ending on December 31, 2027, relative to the total stockholder return of each company within a 33-company peer group. | | People and Culture: Employee Engagement Index Score | The Employee Engagement Index Score is measured over the three-year performance period through an employee survey with a goal to create an enviable employee experience and continue to increase engagement results. | | Sustainability: Methane Emissions Reduction | The Methane Emissions Reduction goal is to reduce NiSource local distribution company (LDC) fugitive and vented methane emissions from a 2005 baseline through quantifiable emission reductions, utilizing advanced leak detection and repair as well as other quantifiable methods. | | Operational Excellence and Safety: Annual Operational Index Scorecard: 3 Year Average | The Safety Index Scorecard measures the effectiveness of our strategy to proactively mitigate risk. These measures are recognized as top-tier industry risk-reduction programs. The 2025 goals include the following measures: (i) In Line Inspection (“ILI”) Miles, (ii) Pipe Installed, (iii) Leak Repair; (iv) System Average Interruption Frequency Index (“SAIFI”), (v) Electric Poles Inspected, and (vi) Cyber Behavior Accountability. The 2026 and 2027 goals will be determined by the C&HC Committee at the beginning of 2026 and 2027, respectively. |

  170. Corporate Website: www.nisource.com

    An NEO may earn up to 200% of his or her target PSUs, depending on the level of achieved performance. Alternatively, if threshold performance is not achieved with respect to a performance measure, then no PSUs will be earned for that measure. The number of PSUs earned and vested at the end of the three-year performance period will be settled in a like number of shares of our common stock. Annual PSUs granted in 2025 may be earned after the end of the three-year performance period, as long as the NEO is continuously employed through the end of February 2028. Special vesting rules may apply and are described in the section entitled “2025 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. The number of PSUs that vest at the end of the service period will be settled in a like number of shares of our common stock. If the Company declares a cash dividend or distribution on shares, dividend equivalent rights will be reinvested as additional PSUs that are subject to the same terms regarding vesting and forfeiture as the underlying award. The dividend equivalents will be converted to cash and paid in cash at the time the underlying PSUs are settled. 2025 PSU Performance Measures. In January 2025, the C&HC Committee approved the following performance measures and goals for the 2025 PSU grants. 2025 PSU PERFORMANCE MEASURES AND GOALS

  171. Corporate Website: www.nisource.com

    | Performance Measure | Weight | Threshold | Target | Stretch | | Three-Year Cumulative Adjusted EPS | 50% | $5.94 | $6.04 | $6.16 | | Three-Year RTSR | 30% | 30th Percentile | 50th Percentile | 80th Percentile | | Operational Excellence and Safety | | | | | | Annual Operational Excellence and Safety Index Scorecard: 3 Year Average | 10% | See performance measures outlined in the table above. | | | | Workforce and Sustainability | | | | | | Employee: Engagement Index Score | 5% | 82% | 84% | 86% | | Environmental: Methane Emissions Reductions (% Reduction of Fugitive and Vented Methane Emissions from 2005) | 5% | 46% | 48% | 52% |

  172. Corporate Website: www.nisource.com

    2025 RESTRICTED STOCK UNITS (“RSU”) RSUs reward long-term service, help to retain NEOs over a multi-year service period, and align the interests of our NEOs with those of our stockholders. Annual RSUs granted in 2025 will vest at the end of the three-year performance period, as long as the NEO is continuously employed through the end of February 2028. Special vesting rules may apply and are described in the section entitled “2025 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. The RSUs that vest at the end of the service period will be settled in a like number of shares of our common stock. If the Company declares a cash dividend or distribution on shares, the NEOs will be entitled to receive a cash payment equal to the amount of the cash dividend, subject to the same terms regarding vesting and forfeiture as the underlying award. RETENTION AWARD To recognize his substantial contributions and to encourage his continued employment, Mr. Luhrs was awarded an RSU grant on January 22, 2025 under the Company’s long-term incentive program with a grant date fair value of $2,000,000 that vests 33% on January 22, 2026, 33% on January 22, 2027, and 34% on January 22, 2028, subject to his continued employment.

  173. Corporate Website: www.nisource.com

    FINAL SETTLEMENT OF 2023-2025 PSU AWARDS In 2023, the C&HC Committee approved a PSU award to the NEOs, other than the CEO, and the Full Board approved a PSU award to the CEO. The NEOs earned PSUs at 190% of target. Formula Used to Determine LTI Results. The following formula was used to calculate LTI results. The table below illustrates the metrics, goals and respective performance results.

  174. Corporate Website: www.nisource.com

    | | Goals | | | | | | | | Measure | Threshold | Target | Stretch | Result | Weight | Formulaic Result as % Target | Weighted % Achievement | | Cumulative Adjusted EPS | $4.86 | $5.01 | $5.16 | $5.25 | 50% | 200% | 100% | | rTSR(1) (percentile) | 30th | 50th | 80th | 97th | 25% | 200% | 50% | | Annual Operational Excellence Index Scorecard: 3 Year Average | See performance measures described below(2) | | | 1.05 | 10% | 194% | 19% | | Employee Engagement Index Score(3) | 77% | 79% | 81% | 79% | 5% | 100% | 5% | | Economic Inclusion(4) | 22% | 25% | 30% | 26% | 5% | 120% | 6% | | Greenhouse Gas Emission Reduction(5): Retire Schahfer Generating Station coal units and reduce NI LDC fugitive and vented methane emissions by the following percent: | <15.3% | 15.3% | 34% | 41.6% | 5% | 200% | 10% | | | | | | | Final LTI Result as % of Target | | 190% |

  175. Corporate Website: www.nisource.com

    | (1) For purposes of calculating RTSR achievement, the Company utilized a performance peer group consisting of the following 31 companies: Alliant Energy Corp, Ameren Corporation, American Electric Power Company, Inc., Atmos Energy Corporation, Avista Corporation, Black Hills Corporation, CenterPoint Energy, Inc., CMS Energy Corporation, Consolidated Edison, Inc., Dominion Energy, DTE Energy Company, Inc, Duke Energy Corporation, Edison International, Entergy Corporation, Eversource Energy, FirstEnergy Corp., New Jersey Resources Corporation, NextEra Energy, Inc., OGE Energy Corp., ONE Gas, Inc., Pinnacle West Capital Corporation, PNM Resources, Inc., PPL Corporation, Public Service Enterprise Group Incorporated, Sempra, The Southern Company, Southwest Gas Holdings, Inc., Spire Inc., UGI Corporation, WEC Energy Group Inc, and Xcel Energy Inc. |

  176. Corporate Website: www.nisource.com

    Annual PSUs granted in 2023 vested after the end of the three-year performance period, as long as the NEO was continuously employed through February 27, 2026. Special vesting rules may apply and are described in the section entitled “2025 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. The following table shows the target number of shares subject to the 2023 PSUs as well as the number of shares of common stock that vested pursuant to the terms of the 2023 PSUs.

  177. Corporate Website: www.nisource.com

    | NEO | Target Number of 2023 PSUs Awarded | Number of 2023 PSUs Vested | | Lloyd Yates | 145,243 | 275,962 | | Shawn Anderson | 29,702 | 56,434 | | Melody Birmingham | 37,418 | 71,094 | | William Jefferson | 31,907 | 60,623 | | Michael Luhrs | 32,532 | 61,811 |

  178. Corporate Website: www.nisource.com

    | • | Competitiveness of our compensation program (each NEO’s total target direct compensation and each element of compensation) versus market data of our Compensation Comparator Group |

  179. Corporate Website: www.nisource.com

    INDEPENDENT COMPENSATION CONSULTANT For 2025, the C&HC Committee engaged the services of Meridian Compensation Partners as its independent compensation consultant to advise it with respect to executive compensation design, comparative compensation practices and compensation matters relating to the Board. The C&HC Committee takes recommendations from Meridian into consideration along with its evaluation of the individual performance of each executive officer. Each year, the C&HC Committee evaluates the independence and quality of the services provided by its independent compensation consultant. In reviewing Meridian’s engagement for 2025, the C&HC Committee considered the factors set forth in SEC Rule 10C-1(b)(4) and the applicable NYSE rules and determined that Meridian was independent and there were no conflicts of interest with respect to Meridian’s work for the C&HC Committee. COMPETITIVE MARKET REVIEW In connection with its compensation decision making, the C&HC Committee reviews the executive compensation practices in effect at other companies in the Compensation Comparator Group. The compensation data provided by Meridian and other third-party data is used to obtain a general understanding of current market practices when designing our executive compensation program – it is not used exclusively, but rather as a reference point in conjunction with other factors. The Compensation Comparator Group consists of a mix of gas, electric and multi-line utilities that are operationally similar to us, with which we compete for similar executive talent, and with similar trailing 12-month revenue and market capitalization data. The Compensation Comparator Group for the purpose of evaluating 2025 compensation practices is shown below. The below comparator group reflects the removal of Entergy Corporation compared to the prior year disclosure.

  180. Corporate Website: www.nisource.com

    | Compensation Comparator Group | | | | Alliant Energy Corporation | Dominion Energy, Inc. | ONE Gas, Inc. | | Ameren Corporation | DTE Energy Company | PPL Corporation | | American Electric Power Company, Inc. | Evergy | Public Service Enterprise Group | | Atmos Energy Corporation | Eversource Energy | Sempra Energy | | Black Hills Corporation | FirstEnergy Corporation | Southwest Gas Holdings, Inc. | | CenterPoint Energy, Inc. | New Jersey Resources Corporation | Spire, Inc. | | CMS Energy Corporation | OGE Energy Corp. | WEC Energy Group, Inc. |

  181. Corporate Website: www.nisource.com

    OTHER COMPENSATION AND BENEFITS Our NEOs may elect to participate in an executive deferred compensation plan, have change-in-control agreements, and are eligible for an executive severance policy. In addition, we provide our NEOs with a limited number of perquisites and other broad-based employee benefits that are generally extended to our entire employee population. We believe that these other forms of compensation and benefits are aligned with our compensation objectives and are generally comparable to those that are provided to similarly situated executives at other comparable companies. Severance and Change-in-Control Benefits. Each NEO is covered under a separate change-in-control and termination agreement (“CIC Agreement”). The CIC Agreements are intended to ensure that the NEOs continue to apply thoroughly objective judgment to appropriately safeguard stockholder value and maximize investor return in relation to any potential change-in-control. The CIC Agreements provide cash severance benefits upon a double-trigger (meaning there must be both a qualifying change-in-control and termination of employment) and do not include any “gross-up” payments to cover an executive’s excise taxes incurred with respect to the receipt of payments in connection with a change-in-control. Each NEO is subject to our executive severance policy. Our 2020 Omnibus Plan provides for double-trigger vesting for equity awards that are assumed or replaced by an acquiring company upon a change-in-control. In the event equity awards are not assumed or replaced in a change-in-control, then the outstanding equity awards will vest upon the occurrence of such change-in-control. For further information regarding the benefits to be received upon termination of employment or change-in-control, see the section entitled “2025 Executive Compensation – Potential Payments upon Termination of Employment or a Change-in-Control of the Company”. Perquisites. Perquisites are not a principal element of our executive compensation program. We provide a limited number of perquisites to each NEO. We do not reimburse NEOs for the payment of individual income taxes they might incur in connection with their receipt of these benefits. For information regarding 2025 perquisites, see the 2025 Summary Compensation Table and footnote (5) to that table. Deferred Compensation Plan. Eligible executives, including the NEOs, may elect to defer between 5% and 80% of their base salary and/or STI payout under our Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan provides an opportunity for eligible executives to defer their cash compensation without regard to the limits imposed by the Internal Revenue Service (“IRS”) for amounts that may be deferred under our 401(k) Plan. For information regarding the Deferred Compensation Plan, see the 2025 Non-Qualified Deferred Compensation table and accompanying narrative. Savings Programs. The NEOs are eligible to participate in the same tax-qualified 401(k) Plan as most employees and in a non-qualified defined contribution plan (the “Savings Restoration Plan”) maintained for eligible executives. The 401(k) Plan includes a Company match and a Company profit sharing contribution for most employees between 0.5% and 2.0% of the employee’s eligible earnings based on achievement of the overall STI results. In addition, for salaried employees hired after January 1, 2010 and non-union non-exempt employees hired after January 1, 2013, the 401(k) Plan now includes a 4.5% Company contribution to the employee accounts. The Savings Restoration Plan provides for Company contributions in excess of IRS limits under the 401(k) Plan for eligible employees, including the NEOs. For information regarding the Savings Restoration Plan, see the 2025 Non-Qualified Deferred Compensation table and accompanying narrative. Health and Welfare Benefits. We also provide the NEOs other broad-based benefits such as medical, dental, life insurance and long-term disability coverage on the same terms and conditions to all employees. STOCK OWNERSHIP AND RETENTION GUIDELINES Our executive leadership team, which includes the NEOs, and other senior leaders are subject to stock ownership and retention guidelines. We maintain these guidelines to ensure that our executive leadership and senior leaders maintain a significant investment in our stock, which in turn helps to align the interests of our executive leadership and senior leaders with those of our stockholders. Our executive leadership team and senior leaders are generally expected to satisfy their applicable ownership guideline (as described below) within five years of becoming subject to the guidelines. Once applicable share ownership levels are satisfied, the senior executive must continue to own enough shares to remain in compliance. Until such time as the applicable stock ownership guideline is satisfied, the CEO and Executive Vice Presidents are required to hold at least 50% of the shares of common stock received upon the vesting of equity awards. As of the record date, the NEOs are on a path to achieving the applicable ownership guideline within the five-year requirement. Shares counted toward ownership targets include common stock held and unvested RSUs.

  182. Corporate Website: www.nisource.com

    RISK MANAGEMENT POLICIES AND GUIDELINES Trading Windows/Trading Plans. We restrict the ability of directors, executive officers and employees who work in designated areas to freely trade in our common stock because of their periodic access to our material non-public information. Under our insider trading policy, also referred to as our “Securities Transaction Compliance Policy,” such persons are prohibited from trading in our securities during quarterly blackout periods, and at such other times as the General Counsel may deem appropriate. We believe our policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. Our policy is filed as exhibit 19.1 to our 2025 Annual Report on Form 10-K. Anti-Hedging Policy/Pledging. Under our Securities Transaction Compliance Policy, all directors, executive officers and employees who work in designated areas are prohibited from engaging in short sales of our equity securities or buying or selling puts or calls or other options on our securities. We do not have such a policy for employees who work in areas other than the designated areas. Compensation Recovery for Misconduct and in the Event of a Financial Restatement. Included in our 2020 Omnibus Plan is a “clawback” provision that states the employee shall reimburse the Company amounts received under STI and LTI awards if we are required to prepare an accounting restatement as a result of the employee’s misconduct. Our Board has also adopted a standalone executive compensation recoupment policy consistent with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 10D-1 and the NYSE listing standards thereunder, which requires the Company to recover “excess” incentive compensation received by NEOs due to a financial restatement (except in certain limited cases permitted by regulation) to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Grant Practices Specific to Stock Options. We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future, the Company would not grant such options in anticipation of the release of material non-public information that is likely to result in changes to the price of our common stock.

  183. Corporate Website: www.nisource.com

    | • | Sound Performance Criteria—Performance measures for incentive awards are consistent with long-term stockholder value and operational excellence; measures and underlying goals are approved by the C&HC Committee of the Board; |

  184. Corporate Website: www.nisource.com

    | • | Long-term Focus—Executive compensation is weighted toward LTI, aligning executives with long-term results and stockholders; |

  185. Corporate Website: www.nisource.com

    | • | Performance Focus—LTI awards for executives are predominately performance-based; |

  186. Corporate Website: www.nisource.com

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Lloyd Yates President and CEO | 2025 | 1,191,667 | — | 9,619,864 | 2,261,784 | 124,485 | 13,197,800 | | | 2024 | 1,133,334 | — | 8,266,041 | 3,230,100 | 155,495 | 12,784,970 | | | 2023 | 1,041,667 | — | 5,208,422 | 2,500,000 | 466,592 | 9,216,680 | | Shawn Anderson EVP and CFO | 2025 | 670,833 | — | 1,818,069 | 734,563 | 72,958 | 3,296,423 | | | 2024 | 633,333 | — | 3,562,248 | 925,000 | 74,657 | 5,195,238 | | | 2023 | 518,478 | — | 1,137,093 | 809,798 | 95,367 | 2,560,736 | | Melody Birmingham EVP and Group President, Utilities | 2025 | 686,667 | — | 1,672,630 | 751,900 | 56,610 | 3,167,807 | | | 2024 | 665,883 | — | 1,583,297 | 975,000 | 77,285 | 3,301,416 | | | 2023 | 641,667 | — | 1,335,553 | 818,125 | 112,704 | 2,908,049 | | William Jefferson EVP, Chief Operating and Safety Officer | 2025 | 645,833 | — | 1,575,681 | 707,188 | 69,778 | 2,998,480 | | | 2024 | 612,500 | — | 1,476,953 | 925,000 | 74,033 | 3,088,486 | | | 2023 | 537,500 | — | 1,138,849 | 805,242 | 96,247 | 2,577,838 | | Michael Luhrs EVP, Technology, Customer and Chief Commercial Officer | 2025 | 641,667 | — | 3,595,266 | 1,000,000 | 59,430 | 5,296,363 | | | 2024 | 591,667 | — | 1,417,877 | 975,000 | 55,558 | 3,040,101 | | | 2023 | 422,464 | 350,000 | 1,443,585 | 538,641 | 171,754 | 2,926,443 |

  187. Corporate Website: www.nisource.com

    | Potential Payments upon Termination of Employment or a Change-in-Control of the Company at December 31, 2025(1) | | | | | | | | | | Severance ($) | Pro Rata Bonus Payment(5) ($) | Equity Grants ($) | Cash Awards ($) | Welfare Benefits ($) | Outplacement ($) | Total Payment ($) | | Lloyd Yates | | | | | | | | | Voluntary Termination | — | — | 20,113,327 | — | — | — | 20,113,327 | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 2,261,784 | 20,113,327 | — | — | — | 22,375,111 | | Death(2) | — | 2,261,784 | 20,113,327 | — | — | — | 22,375,111 | | Involuntary Termination(3) | 1,200,000 | — | 20,113,327 | — | 29,523 | 25,000 | 21,367,850 | | Change-in-Control(4) | 10,385,351 | 2,261,784 | 32,163,747 | — | 96,994 | 25,000 | 44,932,875 | | Shawn Anderson | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 734,563 | 5,699,097 | — | — | — | 6,433,659 | | Death(2) | — | 734,563 | 5,699,097 | — | — | — | 6,433,659 | | Involuntary Termination(3) | 675,000 | — | — | — | 29,295 | 25,000 | 729,295 | | Change-in-Control(4) | 2,819,125 | 734,563 | 8,479,444 | — | 63,645 | 25,000 | 12,121,777 | | Melody Birmingham | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 751,900 | 4,217,553 | — | — | — | 4,969,454 | | Death(2) | — | 751,900 | 4,217,553 | — | — | — | 4,969,454 | | Involuntary Termination(3) | 690,000 | — | — | — | 26,360 | 25,000 | 741,360 | | Change-in-Control(4) | 2,883,800 | 751,900 | 6,496,876 | — | 57,886 | 25,000 | 10,215,463 | | William Jefferson | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 707,188 | 3,778,789 | — | — | — | 4,485,977 | | Death(2) | — | 707,188 | 3,778,789 | — | — | — | 4,485,977 | | Involuntary Termination(3) | 650,000 | — | — | — | 29,523 | 25,000 | 704,523 | | Change-in-Control(4) | 2,714,375 | 707,188 | 5,907,144 | — | 63,914 | 25,000 | 9,417,621 | | Michael Luhrs | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Retirement(2) | — | — | — | — | — | — | — | | Disability(2) | — | 702,625 | 4,999,377 | — | — | — | 5,702,002 | | Death(2) | — | 702,625 | 4,999,377 | — | — | — | 5,702,002 | | Involuntary Termination(3) | 650,000 | — | — | — | 14,227 | 25,000 | 689,227 | | Change-in-Control(4) | 2,705,250 | 702,625 | 8,041,435 | — | 33,321 | 25,000 | 11,507,632 |

  188. Corporate Website: www.nisource.com

    | (1) Amounts payable to each of the NEOs as shown in the Pension Benefits Table, the Non-Qualified Deferred Compensation Table, and under the tax-qualified, non-discriminatory 401(k) Plan are not included in this table. |

  189. Corporate Website: www.nisource.com

    | (c) See reconciliation of the Average Pension Benefits Adjustments below. |