CenterPoint Energy (CNP) EVP receives 69,271-share award and withholds stock for taxes

Rhea-AI Filing Summary

CenterPoint Energy executive Jason Michael, EVP of Regulatory Services and Government Affairs, reported equity compensation activity in the form of common stock. He received a grant or award acquisition of 69,271 shares, reflecting the vesting of performance shares awarded in 2023 under the company’s long-term incentive plan.

To cover tax liabilities upon vesting of these performance shares and time-based RSUs, 23,868 shares and 7,813 shares were disposed of through share withholding, rather than open-market sales. After these transactions, he directly holds 213,156 common shares and indirectly holds 3,838 equivalent shares through the CenterPoint Energy, Inc. Savings Plan, which represent his ongoing ownership position.

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^*

Ryan Jason Michael

(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, Reg. Svcs. & Gov. Affairs

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		69,271(1)	A	$0	244,837	D
Common Stock	02/19/2026		F		23,868(2)	D	$42.64	220,969	D
Common Stock	02/19/2026		F		7,813(3)	D	$42.64	213,156(4)	D
Common Stock								3,838	I	By Savings Plan(5)

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) 3,139 RSUs vesting in February 2027, (ii) 6,568 RSUs vesting in two equal installments in February 2027 and 2028, and (iii) 13,666 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 insider transactions did CenterPoint Energy (CNP) report for Jason Michael?

CenterPoint Energy reported that EVP Jason Michael received 69,271 common shares from vested performance awards and had 31,681 shares withheld to pay taxes, resulting in 213,156 directly held shares and 3,838 equivalent shares in the company’s Savings Plan.

Was the CenterPoint Energy (CNP) insider activity a stock purchase or sale?

The activity reflects equity awards and tax withholding, not open-market trades. Jason Michael acquired 69,271 shares through vesting and disposed of 31,681 shares that were automatically withheld to satisfy tax obligations tied to performance shares and restricted stock units.

How many CenterPoint Energy (CNP) shares does Jason Michael own after these transactions?

Following the reported transactions, Jason Michael holds 213,156 CenterPoint Energy common shares directly. He also has 3,838 equivalent shares held indirectly through the CenterPoint Energy, Inc. Savings Plan, according to the Form 4 disclosure and associated footnotes.

What triggered the 69,271-share award to the CenterPoint Energy (CNP) executive?

The 69,271-share award reflects vesting of performance shares granted in 2023 under CenterPoint Energy’s long-term incentive plan. Vesting is tied to continued employment, potential disability, death, or retirement, and requires positive operating income for the year before each vesting date.

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

Shares were disposed of solely to cover tax obligations. The company withheld 23,868 shares upon vesting of performance shares and 7,813 shares upon vesting of time-based RSUs, using share delivery instead of cash to satisfy income tax liabilities.

What conditions apply to Jason Michael’s remaining CenterPoint Energy (CNP) RSU awards?

Remaining RSU awards vest in installments between February 2027 and February 2029. Vesting generally requires continued employment or certain events like disability, death, or qualifying retirement, and depends on achieving positive operating income in the year preceding each vesting date.