CENTERPOINT ENERGY INC SEC Filings

CenterPoint Energy furnished detailed 2025 and 2024 financial information for its Indiana utility subsidiary, Southern Indiana Gas and Electric Company (CEI South), including audited statements and supplemental operational data. These materials are provided under Regulation FD and are furnished, not filed, so they are excluded from certain Exchange Act liabilities and aren’t automatically incorporated into CenterPoint registration statements.

CEI South reported 2025 revenues of $921 million versus $771 million in 2024 and net income of $150 million versus $147 million. Total assets rose to $5.024 billion, supported by heavy capital spending, including a $357 million acquisition of the 191 MW Posey Solar project and significant new first mortgage bond issuances. Operating cash flow reached $313 million, while investing outflows of $950 million were largely debt- and equity-funded, with $515 million in new third-party debt and $366 million in contributions from the parent.

CenterPoint Energy is asking shareholders to vote on four items at its 2026 annual meeting: electing eleven directors, ratifying Deloitte & Touche as auditor, an advisory vote on executive pay, and approving an amended and restated certificate of formation adding limited officer exculpation and other minor updates.

The company highlights a ten-year capital plan of about $65.5 billion through 2035, aimed at system resiliency, reliability, economic growth, and customer affordability. Management reports delivering and increasing 2025 non-GAAP EPS guidance and raising its long-term annual non-GAAP EPS growth outlook to 7–9% through 2035, targeting the mid‑to‑high end from 2026 to 2028.

Governance updates include naming Jason P. Wells as Chair of the Board while serving as President and CEO, with Christopher H. Franklin as Lead Independent Director. The board proposes director retirement at age 75 (with limited waivers) and has refreshed its membership, including nominating Michael A. “Casey” Herman, a former senior PwC utilities partner, to add deep finance and utility expertise.

CenterPoint Energy Inc. VP and CAO Russell Keith Wright filed an initial ownership report showing 8,714 shares of common stock held directly. This total includes several prior awards of restricted stock units under the company’s Long-Term Incentive Plan with different vesting schedules and conditions.

The footnote explains that RSU tranches of 864, 915, 404, 862, and 1,929 units are scheduled to vest between August 2026 and February 2029, subject to continued employment, certain termination events, and, for some awards, achievement of positive operating income in the year before each vesting date.

CenterPoint Energy, Inc. completed a private sale of $650,000,000 aggregate principal amount of 2.875% Convertible Senior Notes due 2029, generating approximately $641.5 million in net proceeds after discounts and expenses.

The notes bear 2.875% annual interest, payable semiannually each May 15 and November 15 starting November 15, 2026, and mature on May 15, 2029. They are initially convertible at 18.6524 shares per $1,000 principal amount, implying an initial conversion price of about $53.61 per share, a 25.0% premium to the February 23, 2026 NYSE closing price. A maximum of 15,155,010 shares may be issued based on the initial maximum conversion rate. The notes are senior unsecured obligations ranking pari passu with CenterPoint’s existing 4.25% Convertible Senior Notes due 2026 and 3.00% Convertible Senior Notes due 2028.

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.

CenterPoint Energy EVP and CFO Christopher A. Foster reported equity compensation activity in common stock. On February 19, 2026, he acquired 76,929 shares at no cost from vesting performance shares under the company’s long-term incentive plan. On the same date, he disposed of 26,843 shares and 4,881 shares at $42.64 per share to cover tax obligations on vested performance shares and time-based restricted stock units. After these transactions, he directly owned 203,784 common shares, including multiple unvested RSU awards scheduled to vest between May 2026 and 2029, subject to continued employment and performance conditions.

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.

CenterPoint Energy senior vice president and chief accounting officer Kristie Colvin received a grant of 25,646 shares of common stock on February 19, 2026, tied to vesting of 2023 performance awards under the long‑term incentive plan. To cover taxes on vested performance shares and time-based RSUs, 6,719 and 3,007 shares were automatically withheld at $42.64 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Colvin holds 138,127 shares directly and 58 equivalent shares through the company savings plan.