CenterPoint Energy (CNP) EVP awarded 13,666 restricted stock units

Rhea-AI Filing Summary

CenterPoint Energy executive Ryan Jason Michael reported an equity award of common stock under the company’s long-term incentive plan. On February 11, 2026, he acquired 13,666 shares of common stock at a price of $0 per share as a grant, bringing his direct beneficial ownership to 175,566 shares.

The grant consists of time-based restricted stock units that vest in three equal installments in February 2027, 2028, and 2029, generally requiring continued employment or earlier disability, death, or qualifying retirement. Vesting (other than for disability or death) also depends on achieving positive operating income in the year before each vesting date. He also has 3,842 shares held indirectly through the CenterPoint Energy, Inc. Savings Plan.

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)
02/11/2026

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	02/11/2026		A		13,666(1)	A	$0	175,566(2)	D
Common Stock								3,842	I	By Savings Plan(3)

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. Time-based restricted stock units ("RSUs") awarded under the Issuer's Long-Term Incentive Plan (the "Plan") and vesting in three equal installments in February 2027, 2028, and 2029. The above award shall vest (i) if the Reporting Person ("R.P.") continues to be an employee of Issuer from the grant date through the respective vesting date, (ii) in the event of his earlier disability or death, or (iii) if he satisfies various conditions, upon his earlier retirement, except that such retirement vesting will be on a pro rata basis if his retirement occurs in the year of grant. 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.

2. Total includes previous awards under the Plan of (i) 13,425 RSUs vesting in February 2026, (ii) 6,279 RSUs vesting in two equal installments in February 2026 and 2027, and (iii) 9,853 RSUs vesting in three equal installments in February 2026, 2027, and 2028. The above awards shall vest (a) if he continues to be an employee of Issuer from the grant date through the respective vesting date or (b) in the event of his earlier disability or death. The awards will also vest 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.

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

Remarks:

	Vincent A. Mercaldi, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did CNP executive Ryan Jason Michael report?

Ryan Jason Michael reported an equity grant of 13,666 CenterPoint Energy common shares at $0 per share. The award is a time-based restricted stock unit grant under the long-term incentive plan, increasing his direct beneficial ownership to 175,566 shares after the transaction.

Was the CNP Form 4 transaction an open-market purchase or a grant?

The CNP Form 4 reports a grant, not an open-market purchase. The transaction code A indicates a grant, award, or other acquisition, with 13,666 shares received at a price of $0 per share under CenterPoint Energy’s long-term incentive plan.

How do the new RSUs for CNP’s EVP vest over time?

The new time-based RSUs vest in three equal installments in February 2027, 2028, and 2029. Vesting generally requires continued employment, or earlier disability, death, or qualifying retirement, and depends on achieving positive operating income in the year before each vesting date.

What is Ryan Jason Michael’s total reported ownership in CNP shares?

After the grant, he beneficially owns 175,566 CenterPoint Energy common shares directly. In addition, he has 3,842 equivalent shares held indirectly through the CenterPoint Energy, Inc. Savings Plan, according to the ownership details disclosed in the Form 4 filing.

What performance condition applies to the CNP executive’s RSU vesting?

All RSU vesting, except in cases of death or disability, requires CenterPoint Energy to achieve positive operating income for the year preceding each vesting date. This performance condition applies to the newly granted RSUs and to previous awards described in the filing footnotes.