CenterPoint Energy sells Ohio unit to National Fuel Gas Company
The consideration combines cash paid at closing with a seller note that matures September 30, 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
CenterPoint Energy, Inc. completed the sale on October 1, 2026, of all issued and outstanding equity interests in Vectren Energy Delivery of Ohio, LLC to National Fuel Gas Company for $2.62 billion, subject to purchase-price adjustments. The seller was CenterPoint Energy Resources Corp., CenterPoint’s wholly owned indirect subsidiary. Consideration comprised $1.42 billion in cash paid at closing and a $1.20 billion promissory note.
The note bears 6.50% annual interest and matures September 30, 2027. Its covenants include a limit on the borrower’s consolidated indebtedness-to-consolidated-capitalization ratio of 0.65 to 1.0, or another ratio then in effect under its primary credit facility. The Ohio business included approximately 5,900 miles of gas transmission and distribution pipeline serving approximately 335,000 metered customers. All required federal and state approvals, including review by the Public Utilities Commission of Ohio, were received, and National Fuel immediately assumed responsibility for serving the customers. CenterPoint said transaction proceeds will help support funding of its $66.7 billion, 10-year capital plan.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Transaction proceeds will help support CenterPoint’s $66.7 billion, 10-year capital plan.
Negative
- None.
Filing Explained
The seller note lets National Fuel end its covenants by irrevocably depositing enough with a paying agent for scheduled principal and interest and providing specified certificates; the
8-K Event Classification
Key Figures
Key Terms
promissory note financial
net working capital financial
consolidated capitalization financial
covenant defeasance financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the purchase price for CNP’s Ohio gas business sale?
Can the borrower be released from the CNP seller-note covenants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Registrant, State or Other Jurisdiction of Incorporation or Organization |
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Address of Principal Executive Offices, Zip Code and Telephone Number |
I.R.S. Employer Identification No. |
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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: | |||
| Registrant | Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered |
| CenterPoint Energy, Inc. | |||
| NYSE Texas | |||
| CenterPoint Energy Resources Corp. | |||
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 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 1, 2026 (the “Closing Date”), CenterPoint Energy Resources Corp., a Delaware corporation (“Seller”) and a wholly owned, indirect subsidiary of CenterPoint Energy, Inc. (the “Company”), completed the previously announced sale of all of the issued and outstanding equity interests in Vectren Energy Delivery of Ohio, LLC, an Ohio limited liability company (“VEDO”), pursuant to the Securities Purchase Agreement, dated as of October 20, 2025 (the “Purchase Agreement”), by and between Seller and National Fuel Gas Company, a New Jersey corporation (“Buyer”), for $2.62 billion (the “Purchase Price”), subject to adjustment as set forth in the Purchase Agreement (the “Transaction”).
The Purchase Price is comprised of: (i) $1.42 billion in cash, which was paid by Buyer upon the closing of the Transaction (the “Closing”) and which is subject to adjustments as set forth in the Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at Closing, and (ii) a $1.20 billion promissory note issued by Buyer at the Closing pursuant to the Seller Note (as defined below).
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Seller and the Company with the Securities and Exchange Commission on October 21, 2025, the terms of which are incorporated herein by reference.
Seller Note Agreement
On the Closing Date, Seller, as the lender (the “Lender”), and Buyer, as the borrower (the “Borrower”), entered into a Seller Note Agreement (the “Seller Note”), pursuant to which the Borrower issued to the Lender a promissory note in the original principal amount of $1.20 billion (the “Loan”). The Seller Note bears interest at a rate of 6.50% per annum and will mature on September 30, 2027.
The Borrower is required under the Seller Note to comply with certain affirmative and negative covenants until all principal of and interest on the Loan have been paid in full in cash and all other obligations under the Seller Note have been satisfied. These covenants include, among others: (i) the Borrower may not permit the ratio of its consolidated indebtedness to consolidated capitalization as at the last day of any fiscal quarter to exceed 0.65 to 1.0 (or such other ratio then in effect in the Borrower’s primary credit facility); (ii) negative covenants related to the creation or existence of liens on the Borrower’s properties or assets and fundamental changes and dispositions of the Borrower’s or the Borrower’s material subsidiaries’ assets; and (iii) negative covenants relating to VEDO. Should an event of default occur, the Lender is entitled to exercise certain remedies, including acceleration of the Loan and related obligations.
The Seller Note permits the Borrower to, at its option, be released from its obligations under the covenants contained in the Seller Note if the Borrower irrevocably deposits with a paying agent an amount sufficient to pay the principal and interest due on the Loan on each applicable interest payment date and the maturity date and delivers specified officer certificates to the Lender. Following such a covenant defeasance, the Loan remains outstanding but the covenants contained in the Seller Note, and the related events of default, cease to apply.
The foregoing summary of the terms and conditions of the Seller Note is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 1, 2026, the Company issued a press release announcing the completion of the Transaction. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
| 2.1* | Securities Purchase Agreement, dated as of October 20, 2025, by and between CenterPoint Energy Resources Corp. and National Fuel Gas Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2025). | |
| 10.1* | Seller Note Agreement, dated as of October 1, 2026, by and between CenterPoint Energy Resources Corp. and National Fuel Gas Company. | |
| 99.1 | Press Release issued by the Company on October 1, 2026. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
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 1, 2026 | By: | /s/ Russell K. Wright |
| Russell K. Wright | ||
| Vice President and Chief Accounting Officer | ||
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 RESOURCES CORP. | ||
| Date: October 1, 2026 | By: | /s/ Russell K. Wright |
| Russell K. Wright | ||
| Vice President and Chief Accounting Officer | ||
Exhibit 99.1
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For more information,
contact Communications Media.Relations@CenterPointEnergy.com |
For Immediate Release
CenterPoint Energy completes sale of its Ohio natural gas business to National Fuel Gas Company for $2.62 billion
HOUSTON – Oct. 1, 2026 – CenterPoint Energy, Inc. (NYSE: CNP) (“CenterPoint” or the “Company”) today announced that it has successfully completed the previously announced $2.62 billion sale of its Ohio natural gas Local Distribution Company (LDC) business, Vectren Energy Delivery of Ohio, LLC, to National Fuel Gas Company (NYSE: NFG), which is headquartered in Western New York. The assets include approximately 5,900 miles of gas transmission and distribution pipeline serving approximately 335,000 metered customers in West Central Ohio.
The transaction received all required federal and state approvals necessary to complete the sale, including the completion of a review by the Public Utilities Commission of Ohio. National Fuel will immediately assume responsibility for serving CenterPoint’s former Ohio natural gas customers.
“I would like to thank our Ohio natural gas employees and the many team members who support this business for their continued dedication to safety, customer service and operational excellence. Their commitment has helped build a strong local natural gas utility that has reliably served customers and communities across West Central Ohio for decades. We are committed to a smooth transition with National Fuel Gas for our Ohio customers,” said CenterPoint Chair and Chief Executive Officer Jason Wells.
“We remain focused on executing our long-term strategy and investing in the electric and natural gas systems that serve the customers and communities across our core utility footprint. The proceeds from this transaction will help support the efficient funding of our $66.7 billion, 10-year capital plan and our continued efforts to enhance the resiliency and reliability or our infrastructure and facilitate economic growth during one of the most dynamic periods in our industry’s history while helping keep bills as low as possible,” Wells concluded.
CenterPoint has previously stated that proceeds from the transaction will support investments across its focused regulated utility footprint.
About CenterPoint Energy, Inc.
As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve nearly 7 million metered customers in Indiana, Minnesota and Texas. As of June 30, 2026, the Company owned approximately $48.3 billion in assets. With approximately 8,800 employees, CenterPoint and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.
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For more information,
contact Communications Media.Relations@CenterPointEnergy.com |
For Immediate Release
Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this news release are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, the execution of the Company’s long-term strategy and capital plan, including planned investments in its electric and natural gas systems and associated benefits therefrom, use of proceeds from the transaction, and any other statements that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this news release. Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to (1) business strategies and strategic initiatives involving the Company or its industry; (2) the Company’s ability to fund and invest planned capital, and the timely recovery of its investments; (3) financial market and general economic conditions; (4) the timing and impact of future regulatory, legislative and political actions or developments; and (5) other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and other reports the Company may file from time to time with the Securities and Exchange Commission.
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