CenterPoint Energy EVP has shares withheld for taxes

Accepted by SEC EDGAR 08/13/2026 - 04:32 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

CENTERPOINT ENERGY INC EVP and COO Jesus Jr. Soto reported two dispositions of common stock on August 11, 2026. A total of 17,075 shares at $40.18 per share were withheld to cover taxes upon vesting of previously granted restricted stock units under the company’s Long-Term Incentive Plan. Footnotes indicate Soto continues to hold substantial unvested RSU awards with multi-year vesting schedules subject to service and performance conditions, including positive operating income requirements.

Insider Trade Summary

Tax Withholding: 17,075 shares

Tax Withholding 2 txns

Insider Soto Jesus Jr.

Role EVP and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	15,151	$40.18	$609K
Tax Withholding	Common Stock F1, F2	1,924	$40.18	$77K

Holdings After Transaction: Common Stock — 173,355 shares (Direct)

Footnotes (2)

1. F1. Shares withheld for taxes upon vesting of time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-Term Incentive Plan (the "Plan").
2. F2. Total includes previous awards under the Plan of: (i) 116,670 RSUs vesting in three equal installments in August 2027, 2028 and 2029, (ii) 9,774 RSUs vesting in two equal installments in August 2027 and 2028, and (iii) 20,207 RSUs vesting in three equal installments in February 2027, 2028 and 2029. The above awards shall vest (a) upon continued employment with Issuer through the respective vesting date, (b) in the event of earlier disability or death, (c) for the award under clause (i), upon earlier involuntary termination without cause, or for the awards under clauses (ii) and (iii), on a full or pro-rata basis upon earlier retirement subject to satisfaction of certain conditions. Vesting of the awards under clauses (ii) and (iii) is conditioned upon achievement of positive operating income for the year preceding the applicable vesting date except in the case of death or disability.

Key Figures

Shares withheld for taxes (larger leg): 15,151 shares Shares withheld for taxes (second leg): 1,924 shares Total shares withheld for taxes: 17,075 shares +4 more

7 metrics

Shares withheld for taxes (larger leg) 15,151 shares Common stock withheld on August 11, 2026 at $40.18 per share for tax liability

Shares withheld for taxes (second leg) 1,924 shares Additional common stock withheld on August 11, 2026 at $40.18 per share for tax liability

Total shares withheld for taxes 17,075 shares Aggregate shares delivered or withheld to pay tax liability on RSU vesting

Withholding price $40.18 per share Price used for common stock tax-withholding dispositions on August 11, 2026

RSUs vesting 2027-2029 (Award i) 116,670 RSUs RSUs vesting in three equal installments in August 2027, 2028 and 2029, subject to conditions

RSUs vesting 2027-2028 (Award ii) 9,774 RSUs RSUs vesting in two equal installments in August 2027 and 2028, with positive operating income condition

RSUs vesting 2027-2029 (Award iii) 20,207 RSUs RSUs vesting in three equal installments in February 2027, 2028 and 2029, with performance conditions

Key Terms

restricted stock units, Long-Term Incentive Plan, involuntary termination without cause, pro-rata basis, +1 more

5 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Long-Term Incentive Plan financial

"previously awarded under the Issuer's Long-Term Incentive Plan (the "Plan")"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

involuntary termination without cause financial

"for the award under clause (i), upon earlier involuntary termination without cause"

pro-rata basis financial

"for the awards under clauses (ii) and (iii), on a full or pro-rata basis upon earlier retirement"

Allocation or distribution that gives each participant a share proportional to their existing ownership, stake or entitlement — like slicing a pie so everyone gets a piece matching how big their original slice was. For investors this matters because it determines how much of new shares, dividends, fees or obligations they receive, helps preserve or change ownership percentages, and directly affects dilution and voting power.

positive operating income financial

"Vesting of the awards under clauses (ii) and (iii) is conditioned upon achievement of positive operating income"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CENTERPOINT ENERGY INC (CNP) EVP and COO Jesus Jr. Soto report in this Form 4?

Jesus Jr. Soto reported two dispositions totaling 17,075 shares of CENTERPOINT ENERGY INC common stock on August 11, 2026. The shares were withheld to satisfy tax obligations arising from the vesting of previously awarded restricted stock units under the company’s Long-Term Incentive Plan.

Was the CENTERPOINT ENERGY INC (CNP) Form 4 a market sale by Jesus Jr. Soto?

No. The Form 4 shows Code F transactions, meaning shares were delivered or withheld to pay tax liabilities, not discretionary open-market sales. The 17,075 shares at $40.18 per share relate to tax withholding on vested restricted stock units.

How many CENTERPOINT ENERGY INC (CNP) shares were involved and at what price?

The filing reports 17,075 common shares of CENTERPOINT ENERGY INC at a price of $40.18 per share. These shares were withheld for tax purposes upon vesting of restricted stock units, rather than bought or sold in the open market.

What ongoing RSU awards does Jesus Jr. Soto hold at CENTERPOINT ENERGY INC (CNP)?

Footnotes state Soto’s total includes awards of 116,670 RSUs, 9,774 RSUs, and 20,207 RSUs under the Long-Term Incentive Plan. These RSUs vest between 2027 and 2029, subject to continued employment, certain termination events, and positive operating income conditions for some awards.

Are the remaining CENTERPOINT ENERGY INC (CNP) RSU awards for Jesus Jr. Soto performance-based?

Some are. Footnotes explain vesting of 9,774 RSUs and 20,207 RSUs is conditioned on positive operating income for the year preceding each vesting date, except in cases of death or disability. Other vesting triggers include continued employment and specified termination events.

Does this CENTERPOINT ENERGY INC (CNP) Form 4 involve a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan. The transactions are reported as tax-withholding events on RSU vesting, not as trades executed under a pre-arranged 10b5-1 trading program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Soto Jesus Jr.

(Last) (First) (Middle)

1111 LOUISIANA

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

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 COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026

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

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

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

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	08/11/2026		F		15,151(1)	D	$40.18	175,279	D
Common Stock	08/11/2026		F		1,924(1)	D	$40.18	173,355(2)	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. Shares withheld for taxes upon vesting of time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-Term Incentive Plan (the "Plan").

2. Total includes previous awards under the Plan of: (i) 116,670 RSUs vesting in three equal installments in August 2027, 2028 and 2029, (ii) 9,774 RSUs vesting in two equal installments in August 2027 and 2028, and (iii) 20,207 RSUs vesting in three equal installments in February 2027, 2028 and 2029. The above awards shall vest (a) upon continued employment with Issuer through the respective vesting date, (b) in the event of earlier disability or death, (c) for the award under clause (i), upon earlier involuntary termination without cause, or for the awards under clauses (ii) and (iii), on a full or pro-rata basis upon earlier retirement subject to satisfaction of certain conditions. Vesting of the awards under clauses (ii) and (iii) 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	08/13/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)