CenterPoint Energy (NYSE: CNP) to issue $700M 6.400% notes due 2058

Q: What are the key terms of CenterPoint Energy (CNP)’s new 6.400% notes?

The Series E junior subordinated notes have an initial 6.400% annual interest rate, accrue from August 3, 2026, and mature on August 15, 2058 . Interest is paid semi-annually on February 15 and August 15, starting February 15, 2027, and the notes are unsecured and subordinated.

Q: How do CNP’s new junior subordinated notes rank relative to other debt?

The notes are the company’s unsecured obligations and rank junior and subordinate in right of payment to existing and future Senior Indebtedness, as defined in the supplemental indenture. This subordination affects payment priority if CenterPoint faces financial distress or liquidation.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CenterPoint Energy, Inc. entered into an underwriting agreement for an underwritten public offering of $700,000,000 aggregate principal amount of its 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058. The notes are unsecured obligations issued under a junior subordinated indenture with The Bank of New York Mellon Trust Company, National Association, as trustee, pursuant to an effective shelf registration.

The notes accrue interest from August 3, 2026, payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2027, at a fixed rate of 6.400% per annum through August 15, 2033. Thereafter, the rate resets every five years to the Five-Year Treasury Rate plus 1.885%, subject to a floor of 6.400%.

So long as no event of default exists, CenterPoint may defer interest payments for one or more Optional Deferral Periods of up to 20 consecutive semi-annual periods, provided no deferral extends beyond maturity or ends on a day other than immediately before an interest payment date. During any Optional Deferral Period, the company and its majority-owned subsidiaries are generally restricted from paying dividends on, or repurchasing, capital stock and from making payments on or in respect of debt or guarantees ranking equally with or junior to the notes.

Filing Explained

The filing documents a planned $700 million junior-debt offering, not confirmed issuance; completion would add principal and interest obligations.

This Form 8-K reports that CenterPoint entered an underwriting agreement on July 30, 2026 for a $700,000,000 offering of junior subordinated notes; the filing describes the notes as to be issued on August 3, 2026, so it does not establish that issuance or cash receipt has occurred.

If completed, the offering would add $700,000,000 of unsecured, junior debt and related interest obligations to CenterPoint’s capital structure.

In an underwritten offering, the named investment banks buy the securities from the issuer for resale; this filing identifies the banks and the underwriting agreement but does not disclose the transaction’s net proceeds.

The complete filing does not disclose use of proceeds, net proceeds after fees, share issuance or dilution, or conversion terms, so those effects cannot be sized from this disclosure. The stated August 3, 2026 supplemental-indenture and interest-accrual date is the concrete milestone for distinguishing the reported agreement from completed issuance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $700,000,000 Initial interest rate: 6.400% per annum Interest spread after reset: 1.885% +4 more

7 metrics

Aggregate principal amount $700,000,000 Underwritten public offering of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E

Initial interest rate 6.400% per annum From August 3, 2026 to but excluding August 15, 2033

Interest spread after reset 1.885% Added to the Five-Year Treasury Rate during each Interest Reset Period after August 15, 2033

Maturity date August 15, 2058 Stated maturity of the Series E junior subordinated notes

Interest accrual date August 3, 2026 Date from which interest on the notes begins to accrue

First interest payment date February 15, 2027 First scheduled semi-annual interest payment on the notes

Maximum deferral length 20 semi-annual periods Maximum length of any Optional Deferral Period for interest payments

Key Terms

Fixed-to-Fixed Reset Rate, Junior Subordinated Notes, Five-Year Treasury Rate, Interest Reset Period, +2 more

6 terms

Fixed-to-Fixed Reset Rate financial

"6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058"

A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.

Junior Subordinated Notes financial

"aggregate principal amount of the Company’s 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes"

Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.

Five-Year Treasury Rate financial

"rate per annum equal to the Five-Year Treasury Rate as of two business days prior"

The five-year Treasury rate is the interest yield on U.S. government debt that matures in five years, effectively the price the government pays to borrow money for that period. Investors watch it because it acts like a benchmark or yardstick for borrowing costs, inflation expectations and economic outlook—affecting loan rates, bond prices and stock valuations much like a thermostat signals whether the economy is heating up or cooling down.

Interest Reset Period financial

"during each five-year period following August 15, 2033 (each such five-year period, an “Interest Reset Period”)"

Optional Deferral Period financial

"no such Optional Deferral Period may extend beyond the final maturity date of the Notes"

Senior Indebtedness financial

"rank junior and subordinate in right of payment to the prior payment in full of the Company’s existing and future Senior Indebtedness"

Senior indebtedness is the portion of a company’s debt that must be repaid before other debts if the company runs into trouble or is liquidated. Think of it like having first dibs on a limited pot of money — lenders holding senior debt are paid first, so their loans are less risky but may carry lower interest. Investors watch senior indebtedness to judge recovery chances and relative risk in a default.

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Understanding 8-K Material Events →

Available on EDGAR 07/31/2026 - 04:43 PM Accepted by SEC EDGAR 07/31/2026 - 04:42 PM

FAQ

What did CenterPoint Energy (CNP) disclose in this Form 8-K?

CenterPoint Energy disclosed an underwriting agreement for a $700,000,000 underwritten public offering of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058. The notes are unsecured, junior to Senior Indebtedness, and issued under an existing junior subordinated indenture.

What are the key terms of CenterPoint Energy (CNP)’s new 6.400% notes?

The Series E junior subordinated notes have an initial 6.400% annual interest rate, accrue from August 3, 2026, and mature on August 15, 2058. Interest is paid semi-annually on February 15 and August 15, starting February 15, 2027, and the notes are unsecured and subordinated.

How will the interest rate on CNP’s junior subordinated notes reset after 2033?

From August 15, 2033, the notes’ rate resets every five years to the Five-Year Treasury Rate plus 1.885%, with a floor of 6.400%. Each five-year Interest Reset Period begins on a five-year anniversary of August 15, 2033, keeping the coupon at or above the initial rate.

Can CenterPoint Energy (CNP) defer interest payments on these notes?

CenterPoint may defer interest, so long as no event of default exists, for up to 20 consecutive semi-annual periods in each Optional Deferral Period. During any such deferral, it and its majority-owned subsidiaries are generally restricted from dividends, share repurchases, and payments on equally or more junior debt and guarantees.

How do CNP’s new junior subordinated notes rank relative to other debt?

The notes are the company’s unsecured obligations and rank junior and subordinate in right of payment to existing and future Senior Indebtedness, as defined in the supplemental indenture. This subordination affects payment priority if CenterPoint faces financial distress or liquidation.

Who are the lead underwriters for CenterPoint Energy (CNP)’s $700 million notes offering?

The underwriting agreement names Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters. Their affiliates have provided, and may continue to provide, banking and advisory services to CenterPoint for customary compensation.

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 30, 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.

On July 30, 2026, CenterPoint Energy, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), relating to the underwritten public offering of $700,000,000 aggregate principal amount of the Company’s 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058 (the “Notes”). The offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-295924).

The Notes are being issued pursuant to the Junior Subordinated Indenture, dated as of August 14, 2024 (the “Junior Subordinated Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture No. 4 to the Junior Subordinated Indenture to be dated as of August 3, 2026, between the Company and the Trustee (the “Supplemental Indenture”) with respect to the Notes. The form, terms and provisions of the Notes are further described in the Supplemental Indenture and the prospectus supplement of the Company dated July 30, 2026, together with the related prospectus dated May 15, 2026, as filed with the U.S. Securities and Exchange Commission under Rule 424(b) of the Securities Act of 1933, as amended, on July 31, 2026, which description is incorporated herein by reference.

The Notes will be the Company’s unsecured obligations and will rank junior and subordinate in right of payment to the prior payment in full of the Company’s existing and future Senior Indebtedness (as defined in the Supplemental Indenture). Interest on the Notes will accrue from August 3, 2026 and is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027. The Notes will mature on August 15, 2058. The Notes will bear interest (i) from and including August 3, 2026 to, but excluding, August 15, 2033 at the rate of 6.400% per annum and (ii) from and including August 15, 2033, during each five-year period following August 15, 2033 (each such five-year period, an “Interest Reset Period”) at a rate per annum equal to the Five-Year Treasury Rate (as defined in the Supplemental Indenture) as of two business days prior to the beginning of the applicable Interest Reset Period plus a spread of 1.885%, with such rate per annum to be reset on each five-year anniversary of August 15, 2033; provided that the interest rate during any Interest Reset Period will not reset below 6.400% per annum (which is the same interest rate as in effect from and including the original issue date to, but excluding, August 15, 2033). So long as no Event of Default (as defined in the Supplemental Indenture) with respect to the Notes has occurred and is continuing, the Company may, at its option, defer interest payments on the Notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual interest payment periods, except that no such Optional Deferral Period (as defined in the Supplemental Indenture) may extend beyond the final maturity date of the Notes or end on a day other than the day immediately preceding an interest payment date.

During any Optional Deferral Period, the Company (and its majority-owned subsidiaries, as applicable) will not (subject to certain exceptions as described in the Supplemental Indenture): (i) declare or pay any dividends or distributions on any of the Company’s capital stock; (ii) redeem, purchase, acquire or make a liquidation payment with respect to any of the Company’s capital stock; (iii) pay any principal, interest (to the extent such interest is deferrable) or premium on, or repay, repurchase or redeem any of the Company’s indebtedness that ranks equally with or junior to the Notes in right of payment (including debt securities of other series); or (iv) make any payments with respect to any guarantees by the Company of any indebtedness if such guarantees rank equally with or junior to the Notes in right of payment.

The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their respective businesses, certain of the Underwriters and/or their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, trust or investment management transactions with the Company and its affiliates for which they have received, and will in the future receive, customary compensation.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Junior Subordinated Indenture and the form of the Supplemental Indenture No. 4 (including the form of the Notes), each of which have been filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

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

1.1		Underwriting Agreement dated July 30, 2026, among CenterPoint Energy, Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I thereto.
4.1		Junior Subordinated Indenture, dated as of August 14, 2024, between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).
4.2		Form of Supplemental Indenture No. 4, to be dated as of August 3, 2026, to the Junior Subordinated Indenture, between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee.
4.3		Form of CenterPoint Energy, Inc.’s 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058 (included in Exhibit 4.2 hereto).
5.1		Opinion of Baker Botts L.L.P. regarding validity of the Notes.
8.1		Opinion of Baker Botts L.L.P. regarding certain tax matters related to the Notes.
23.1		Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
23.2		Consent of Baker Botts L.L.P. (included in Exhibit 8.1 hereto).
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, 2026	By:	/s/ Russell K. Wright
		Russell K. Wright
		Vice President and Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents