CenterPoint Energy (NYSE: CNP) CEO logs equity award and tax share withholding

Rhea-AI Filing Summary

CenterPoint Energy President & CEO Jason P. Wells reported equity compensation activity in the form of stock awards and tax-related share withholding. On February 19, 2026, he acquired 173,594 shares of common stock at $0.00 per share as a grant/award tied to vesting of 2023 performance shares under the company’s long-term incentive plan.

On the same date, 64,813 shares and 29,215 shares of common stock were disposed of to cover tax liabilities upon vesting of performance shares and time-based RSUs at a price of $42.64 per share. Following these transactions, he directly owned 536,164 shares of common stock. In addition, 2,062 equivalent shares were held through the CenterPoint Energy Savings Plan and 55,560 shares were held through the Wells/Koehler Family Trust.

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^*

Wells Jason P.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		173,594(1)	A	$0	630,192	D
Common Stock	02/19/2026		F		64,813(2)	D	$42.64	565,379	D
Common Stock	02/19/2026		F		29,215(3)	D	$42.64	536,164(4)	D
Common Stock								2,062	I	By Savings Plan(5)
Common Stock								55,560	I	Wells/Koehler Family Trust

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) 17,193 RSUs vesting in February 2027, (ii) 46,808 RSUs vesting in two equal installments in February 2027 and 2028, and (iii) 76,736 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.

5. Equivalent shares held in CenterPoint Energy, Inc. Savings Plan.

Remarks:

	Vincent A. Mercaldi, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CenterPoint Energy (CNP) CEO Jason P. Wells report on this Form 4?

Jason P. Wells reported equity compensation activity, including a large stock award and tax-related share withholding. The filing details both the grant of 173,594 shares and the disposition of shares to satisfy tax obligations tied to vested performance shares and RSUs.

How many CenterPoint Energy (CNP) shares did the CEO acquire in this transaction?

He acquired 173,594 shares of CenterPoint Energy common stock at $0.00 per share as a grant. This reflects vesting of performance shares awarded in 2023 under the company’s long-term incentive plan, rather than an open-market stock purchase.

Why were some CenterPoint Energy (CNP) shares disposed of in this Form 4?

Shares were disposed of to cover tax liabilities upon vesting of equity awards. Specifically, 64,813 shares and 29,215 shares were withheld at $42.64 per share related to performance shares and time-based RSU vesting, rather than discretionary market sales.

What is Jason P. Wells’ direct CenterPoint Energy (CNP) share ownership after these transactions?

After the reported transactions, Jason P. Wells directly owned 536,164 shares of CenterPoint Energy common stock. This figure reflects the net result of the equity award vesting and the share withholding for taxes reported in this Form 4 filing.

What indirect CenterPoint Energy (CNP) holdings are associated with the CEO?

Indirect holdings include 2,062 equivalent shares in the CenterPoint Energy Savings Plan and 55,560 shares held through the Wells/Koehler Family Trust. These positions are reported as indirect ownership, separate from his directly held common stock.

Are future CenterPoint Energy (CNP) RSU awards mentioned in this Form 4?

Yes. Footnotes state that total holdings include prior RSU awards scheduled to vest in 2027, 2028, and 2029. These vesting schedules depend on continued employment, certain retirement, disability, or death conditions, plus achievement of positive operating income before each vesting date.