NISOURCE INC.·4

Mar 3, 4:58 PM ET

Jefferson William Jr. 4

4 · NISOURCE INC. · Filed Mar 3, 2026

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NiSource EVP Jefferson William Jr. Receives 60,623-Share Award

What Happened
Jefferson William Jr., NiSource (NI) Executive Vice President and Chief Operations & Safety Officer, had 60,623 performance stock units vest on Feb 27, 2026, resulting in the acquisition of 60,623 shares at a reported value of $47.30 each (total $2,867,468). To satisfy tax withholding obligations related to the vesting, 25,504 shares ($1,206,339) and 3,478 shares ($164,509) were withheld/disposed, for a total of 28,982 shares withheld ($1.37M). Net shares retained from this vesting equal 31,641 shares (60,623 granted minus 28,982 withheld). This was a vesting/award event, not an open-market purchase or a voluntary sale.

Key Details

  • Transaction date: 2026-02-27; Filing date: 2026-03-03 (filed 4 days after the transaction; Form 4s are typically due within 2 business days — appears late).
  • Award: 60,623 shares @ $47.30 each = $2,867,468 (code A — award/grant/acquisition).
  • Withholding/dispositions for taxes: 25,504 shares @ $47.30 = $1,206,339 and 3,478 shares @ $47.30 = $164,509 (code F — tax withholding). Total withheld: 28,982 shares (~$1,370,848).
  • Shares owned after transaction: not specified in the filing; net shares retained from this vesting = 31,641.
  • Footnotes: F1 indicates these were vesting non-derivative performance stock units (granted in 2023) exempt from Section 16(b) liability per Rule 16b-3(d). F2 and F3 state the reported disposals represent shares withheld to satisfy tax withholding for the vested performance stock units and a 2023 RSU award.
  • Transaction codes: A = award/vesting; F = shares withheld/disposed to cover tax obligations.

Context: This filing reflects routine vesting and tax-withholding activity rather than an insider purchasing or selling stock for investment reasons. For retail investors, vesting-related acquisitions are common compensation events and generally do not by themselves signal a change in the insider’s view of the company. The withholding (F) entries are standard cashless-withholding to cover taxes.

Insider Transaction Report

Form 4
Period: 2026-02-27
Jefferson William Jr.
EVP, Chief Op & Safety Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-27$47.30/sh+60,623$2,867,468127,357 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-27$47.30/sh25,504$1,206,339101,853 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-27$47.30/sh3,478$164,50998,375 total
Footnotes (3)
  • [F1]Vesting of non-derivative performance stock units granted in 2023, which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to rule 16b-3(d).
  • [F2]Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the performance stock units above.
  • [F3]Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the 2023 Restricted Stock Unit award.
Signature
/s/ Ashley Bancroft, Attorney-in-Fact|2026-03-03

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT