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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 20, 2026
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its
charter)
| Texas |
|
1-31447 |
|
74-0694415 |
| (State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
| of
incorporation) |
|
|
|
Identification
No.) |
| 1111 Louisiana Street |
|
| 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 |
| |
|
|
|
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. |
The information included in Item 2.03 of this Current Report
on Form 8-K is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant. |
On October 20, 2026, Southern Indiana Gas
and Electric Company (“SIGECO”), a wholly-owned subsidiary of CenterPoint Energy, Inc. (the “Company”), and
certain institutional investors in the private placement market (“Purchasers”) entered into a Bond Purchase Agreement (“Bond
Purchase Agreement”), under which SIGECO agreed to sell, and each Purchaser agreed to severally purchase (i) on October 20,
2026, $130,000,000 5.99% First Mortgage Bonds, Series 2026A, Tranche A due 2031 (the “Series 2026A Bonds”), (ii) on
December 15, 2026, $80,000,000 6.15% First Mortgage Bonds, Series 2026B, Tranche A due 2033 (the “Series 2026B Bonds”),
and (iii) on February 25, 2027, $50,000,000 6.33% First Mortgage Bonds, Series 2027A, Tranche A due 2037 (the “Series 2027A
Bonds”, and together with the Series 2026A Bonds and the Series 2026B Bonds, the “Bonds”) in the series and
tranches as set forth in the Bond Purchase Agreement. The Series 2026A Bonds are issued under and entitled to the benefits of and
secured by the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (as previously supplemented,
the “Amended and Restated Mortgage Indenture”) between SIGECO and Deutsche Bank Trust Company Americas (the “Trustee”),
as further supplemented by the Seventh Supplemental Indenture dated as of October 20, 2026 (the “Seventh Supplemental Indenture”),
between SIGECO and the Trustee relating to the Series 2026A Bonds. The Series 2026B Bonds will be issued under the Amended and
Restated Mortgage Indenture, as to be supplemented by an Eighth Supplemental Indenture, to be dated as of the date of issuance of such
Series 2026B Bonds, the form of which is included herein as Exhibit 4.3 (the “Eighth Supplemental Indenture”), between
SIGECO and the Trustee relating to the Series 2026B Bonds. The Series 2027A Bonds will be issued under the Amended and Restated
Mortgage Indenture, as to be supplemented by a Ninth Supplemental Indenture, to be dated as of the date of issuance of such Series 2027A
Bonds, the form of which is included herein as Exhibit 4.4 (the “Ninth Supplemental Indenture”), between SIGECO and the
Trustee relating to the Series 2027A Bonds (the Amended and Restated Mortgage Indenture, as further supplemented by the Seventh Supplemental
Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental Indenture is referred to as the “Indenture”). Accordingly,
the Bonds will be secured ratably with SIGECO’s first mortgage bonds currently outstanding and those that may be issued in the future
by the collateral pledged to secure such bonds.
The proceeds of the Bonds will be used for general
corporate purposes, including repaying short-term debt, refunding long-term debt at maturity or otherwise, and funding capital expenditures.
Until the net proceeds from the sale of the Bonds have been used, SIGECO may invest them temporarily in interest-bearing obligations,
including investments in the Company’s money pool.
Interest will accrue on the Series 2026A
Bonds at 5.99% per annum and will be payable on April 15 and October 15 of each year, beginning on April 15, 2027 and continue
until the maturity date of October 15, 2031, or earlier prepayment. Interest will not accrue on the Series 2026B Bonds until
such 2026B Bonds are issued by SIGECO pursuant to the Bond Purchase Agreement and the Eighth Supplemental Indenture. Once issued, interest
will accrue on the Series 2026B Bonds at 6.15% per annum and will be payable on June 15 and December 15 of each year, beginning
on June 15, 2027 and continue until the maturity date of December 15, 2033, or earlier prepayment. Interest will not accrue
on the Series 2027A Bonds until such 2027A Bonds are issued by SIGECO pursuant to the Bond Purchase Agreement and the Ninth Supplemental
Indenture. Once issued, interest will accrue on the Series 2027A Bonds at 6.33% per annum and will be payable on February 15
and August 15 of each year, beginning on August 15, 2027 and continue until the maturity date of February 15, 2037, or
earlier prepayment. SIGECO may prepay at any time all, or from time to time any part of, the Bonds, in an amount not less than 10% in
aggregate principal amount of the Bonds or tranche of the Bonds then outstanding in the case of a partial prepayment, at 100% of the aggregate
principal amount so prepaid together with interest accrued thereon to the date of such prepayment plus a make-whole amount, if any, determined
for the prepayment date with respect to such principal amount. The Bonds will not be registered under the Securities Act of 1933, as amended
(“Securities Act”), or under the securities laws of any jurisdiction. The Bonds will be subject to certain restrictions on
transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
The Bond Purchase Agreement contains customary
representations and warranties of SIGECO and the Purchasers, respectively. A “completed default” under the Indenture constitutes
an event of default under the Bond Purchase Agreement. The remedies available to the Trustee upon the occurrence and continuance of a
completed default are included in the Indenture.
Deutsche Bank Trust Company
Americas and its affiliates have performed other trust, bank and advisory services for the Company, SIGECO and their affiliates from time
to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services
for the Company. SIGECO and their affiliates in the ordinary course of their businesses.
The above descriptions of the Amended and
Restated Mortgage Indenture, the Seventh Supplemental Indenture, the form of the Eighth Supplemental Indenture, the form of the
Ninth Supplemental Indenture and the Bond Purchase Agreement are not complete and are qualified in their entirety by reference to
the entire Amended and Restated Mortgage Indenture, Seventh Supplemental Indenture, together with the form of the Series 2026A
Bonds included therein, the form of the Eighth Supplemental Indenture, together with the form of the Series 2026B Bonds
included therein, the form of the Ninth Supplemental Indenture, together with the form of the Series 2027A Bonds included
therein, and the Bond Purchase Agreement attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1 and incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
The exhibits below are filed herewith:
(d) Exhibits
Exhibit
Number | |
Description |
| 4.1 | Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023, between
Southern Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 10.2
of Current Report on Form 8-K of the Company filed on February 1, 2023). |
| 4.2 | Seventh Supplemental Indenture dated as of October 20, 2026, between Southern Indiana Gas and Electric
Company and Deutsche Bank Trust Company Americas, as Trustee. |
| 4.3 | Form of the Eighth Supplemental Indenture to be dated as of December 15, 2026, between Southern
Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Trustee. |
| 4.4 | Form of the Ninth Supplemental Indenture to be dated as of February 25, 2027, between Southern
Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Truste. |
| 10.1 | Bond Purchase Agreement dated October 20, 2026 among Southern Indiana Gas and Electric Company and
the purchasers listed on Schedule B thereto. |
| 104 | Cover Page Interactive Date 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:
October 20, 2026 |
By:
|
/s/Russell
K. Wright |
|
|
Russell
K. Wright |
|
|
Vice
President and Chief Accounting Officer |
