[8-K] CenterPoint Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

UMB Financial Corp. (UMBFP) – Form 144 filing: Charitable trusts affiliated with the Kemper family have filed a notice to sell up to 2,550 common shares through Capital Institutional Services on or after 1 Aug 2025. Based on the reported 75.9 million shares outstanding, the proposed sale equals roughly 0.003 % of the float and carries an estimated market value of $282.5 k.

The same trusts and related entities disclosed 11 sales during the past three months totaling 18,540 shares for gross proceeds of about $1.8 million. All stock was originally acquired via a 2008 gift of 708,554 shares from R.C. Kemper Jr. The filing states that the sellers affirm no undisclosed material adverse information and are not relying on a pre-arranged 10b5-1 plan.

Implications: Form 144 only signals the intent to sell; execution is not guaranteed. The volume is immaterial relative to UMB’s market capitalization and average trading volume, suggesting limited share-price impact. However, continued selling by insider-controlled trusts can be interpreted as mildly negative sentiment.

Insights

Securities Analyst

TL;DR – Small insider sale; not likely market-moving.

Under Rule 144, Kemper-related charitable trusts plan to dispose of 2,550 UMB shares, adding to 18,540 shares sold in the prior quarter. This represents less than 0.03 % of quarterly volume and 0.02 % of insider holdings, so liquidity impact is negligible. Insider selling by trusts often reflects diversification or funding needs rather than operational outlook. I view the event as neutral; any negative signal is muted by de-minimis size.

CENTERPOINT ENERGY INC false 0001130310 0001130310 2025-07-31 2025-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2025

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

Texas		1-31447		74-0694415
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1111 Louisiana
Houston Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 207-1111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CNP		The New York Stock Exchange
				Indicate by check NYSE Texas

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

Emerging Growth Company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Senior Notes

On July 31, 2025, CenterPoint Energy, Inc. (the “Company”) completed the sale of $1,000,000,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2028 (the “Notes”), which amount included an additional $100,000,000 aggregate principal amount of Notes purchased pursuant to the full exercise of the option granted to the Initial Purchasers (as defined herein) pursuant to a Purchase Agreement (as defined herein). The Notes were sold in a private offering to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and were resold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. The Notes were sold under a purchase agreement (the “Purchase Agreement”) dated July 28, 2025 among the Company and the initial purchasers (the “Initial Purchasers”) party thereto. The Notes and any Common Stock (as defined below) issuable upon any conversion of the Notes may be offered and resold only in transactions that are exempt from registration under the Securities Act and other applicable securities laws. The net proceeds from the sale of the $1,000,000,000 aggregate principal amount of Notes, after deducting estimated initial purchaser discounts and other offering expenses, were approximately $986.8 million.

The Company issued the Notes pursuant to an Indenture (the “Indenture”), dated as of July 31, 2025 by and between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”). The Notes will bear interest at a rate of 3.00% per year until maturity. Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026. The Notes will mature on August 1, 2028, unless earlier converted or repurchased by the Company.

Prior to the close of business on the business day immediately preceding May 1, 2028, the Notes will be convertible only under certain conditions. On or after May 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time at the conversion rate then in effect, irrespective of the conditions. The Company may not redeem the Notes prior to the maturity date and no sinking fund is provided for the Notes.

Upon conversion of the Notes, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The conversion rate for the Notes will initially be 21.4477 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $46.63 per share of Common Stock). The initial conversion price of the Notes represents a premium of approximately 25.0% over the last reported sale price of the Common Stock on the New York Stock Exchange on July 28, 2025. Initially, a maximum of 26,809,600 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 26.8096 shares of Common Stock per $1,000 principal amount of Notes. The conversion rate will be subject to adjustment in some events (as described in the Indenture) but will not be adjusted for any accrued and unpaid interest.

In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event. If the Company undergoes a fundamental change (as described in the Indenture) (other than an exempted fundamental change, as described in the Indenture), holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes properly surrendered and not validly withdrawn (as described in the Indenture) at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as described in the Indenture). In addition, if a make-whole fundamental change occurs (as described in the Indenture), the Company may be required, in certain circumstances, to increase the conversion rate for any Notes converted in connection with such make-whole fundamental change by a specified number of shares of its Common Stock.

The Indenture provides for customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest when due and payable; breach of covenants or other agreements in the Indenture (including defaults under certain other indebtedness of the Company); and certain events of bankruptcy, insolvency or reorganization. Generally, if an event of default occurs and is continuing under the Indenture for 90 days after written notice, either the Trustee or the holders of at least 33% in aggregate principal amount of the Notes then outstanding may declare the principal amount plus accrued and unpaid interest on the Notes to be immediately due and payable.

The Notes will be senior unsecured obligations of the Company and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, including the Company’s 4.25% Convertible Senior Notes due 2026; effectively rank junior in right of payment to any of the Company’s secured indebtedness the Company may incur in the future to the extent of the value of the assets securing such future secured indebtedness; and rank structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with generally accepted accounting principles) of the Company’s subsidiaries.

The foregoing description of the Indenture and the Notes above is not complete and is qualified in its entirety by reference to the full text of the Indenture and the Form of 3.00% Convertible Senior Notes due 2028, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits

The exhibits listed below are filed herewith.

Agreements and forms of agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements and forms of agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement or form of agreement should be relied upon as constituting or providing any factual disclosures about the Company, any other person, any state of affairs or other matters.

(d) Exhibits.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
4.1		Indenture dated as of July 31, 2025, between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee.
4.2		Form of 3.00% Convertible Senior Note due 2028 (included in Exhibit 4.1).
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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

				CENTERPOINT ENERGY, INC.
Date: July 31, 2025				By:		/s/ Kristie L. Colvin
						Kristie L. Colvin
						Senior Vice President and Chief Accounting Officer

FAQ

What does UMBFP's Form 144 filed on 1 Aug 2025 disclose?

Intent to sell 2,550 common shares valued at roughly $282.5 k by Kemper-related charitable trusts.

How many UMB Financial shares were sold by the trusts in the last 3 months?

A total of 18,540 shares were sold between May and July 2025.

What percentage of UMB Financial’s outstanding shares does the proposed 2,550-share sale represent?

Approximately 0.003 % of the 75.9 million shares outstanding.

Is the Form 144 filing a confirmation that the sale will occur?

No. Form 144 only provides notice of intent; the seller may or may not execute the trade.

Who is executing the trade for the proposed sale?

Broker Capital Institutional Services, Dallas, TX is listed on the filing.