CenterPoint Energy (CNP) EVP receives stock award and tax share withholdings

Rhea-AI Filing Summary

CENTERPOINT ENERGY INC EVP and General Counsel Monica Karuturi reported equity transactions in company common stock. She acquired 80,596 shares at no cost from the vesting of performance shares awarded in 2023 under the long-term incentive plan, while 28,282 and 10,811 shares were withheld at $42.64 per share to cover taxes on vested performance shares and time-based RSUs. Following these transactions, she directly holds 241,665 shares, and footnotes detail additional unvested RSU awards scheduled to vest between February 2027 and February 2029, subject to continued employment and positive operating income conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karuturi Monica

(Last) (First) (Middle)

1111 LOUISIANA

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTERPOINT ENERGY INC [ CNP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		80,596(1)	A	$0	280,758	D
Common Stock	02/19/2026		F		28,282(2)	D	$42.64	252,476	D
Common Stock	02/19/2026		F		10,811(3)	D	$42.64	241,665(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Vesting of performance shares awarded in 2023 under the Issuer's long-term incentive plan (the "Plan").

2. Shares withheld for taxes upon vesting of performance shares.

3. Shares withheld for taxes upon vesting of time-based restricted stock units ("RSUs").

4. Total includes previous awards under the Plan of (i) 5,636 RSUs vesting in February 2027, (ii) 12,430 RSUs vesting in two equal installments in February 2027 and 2028, and (iii) 20,872 RSUs vesting in three equal installments in February 2027, 2028, and 2029. The above awards shall vest (a) upon continued employment with the Issuer through the respective vesting date, (b) in the event of earlier disability or death, or (c) on a full or pro-rata basis upon earlier retirement, subject to satisfaction of certain conditions. All vesting is conditioned upon achievement of positive operating income for the year preceding the applicable vesting date except in the case of death or disability.

Remarks:

	Vincent A. Mercaldi, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did CNP executive Monica Karuturi report on this Form 4?

Monica Karuturi reported the vesting of 80,596 CenterPoint Energy common shares from 2023 performance awards. She also reported share dispositions where 28,282 and 10,811 shares were withheld at $42.64 each to satisfy tax obligations on vested performance shares and restricted stock units.

How many CenterPoint Energy (CNP) shares does Monica Karuturi hold after these transactions?

After the reported transactions, Monica Karuturi directly holds 241,665 CenterPoint Energy common shares. This figure reflects the vesting of performance shares and share withholdings for taxes, and the footnotes note additional unvested RSU awards that remain subject to future vesting conditions.

What was the nature of the 80,596 CNP shares acquired by Monica Karuturi?

The 80,596 CenterPoint Energy shares represent vesting of performance shares granted in 2023 under the company’s long-term incentive plan. These shares were acquired at no cash cost to her, contingent on meeting the plan’s performance and service conditions through the applicable vesting date.

Why were 28,282 and 10,811 CNP shares disposed of in Monica Karuturi’s Form 4?

The 28,282 and 10,811 CenterPoint Energy shares were withheld at $42.64 per share to cover tax liabilities upon vesting. One withholding related to performance shares, and the other related to time-based restricted stock units, rather than open-market sales by the executive.

What future RSU vesting schedule is disclosed for Monica Karuturi at CenterPoint Energy?

Footnotes state her total includes RSU awards of 5,636 units vesting in February 2027, 12,430 units vesting in two equal tranches in February 2027 and 2028, and 20,872 units vesting in three equal tranches in February 2027, 2028, and 2029, subject to specified conditions.

What conditions apply to Monica Karuturi’s unvested RSUs at CenterPoint Energy (CNP)?

The unvested RSUs require continued employment through each vesting date, or earlier vesting upon disability, death, or certain retirement scenarios. Vesting is also conditioned on achievement of positive operating income in the year before each vesting date, except in cases of death or disability.