CNP

• CenterPoint Energy entered into an underwriting agreement on July 30, 2026 for a $700 million public offering of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058.
• The notes are unsecured and subordinated to all existing and future Senior Indebtedness of the company.
• The company may defer interest payments for up to 20 consecutive semi-annual periods, subject to restrictions on dividends, stock repurchases, and payments on equal or junior debt during any deferral period.
• The offering is being made under the company's existing Form S-3 registration statement, with the notes to be issued under a supplemental indenture dated August 3, 2026.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Non-GAAP EPS for Q2 2026 was $0.40 per diluted share, compared to $0.29 per diluted share in Q2 2025.
• The company increased its 10-year capital investment plan by $1.2 billion to $66.7 billion for 2026-2035.
• CenterPoint submitted over 17 gigawatts of large load projects through ERCOT's Batch Zero process, with approximately 14 gigawatts expected to be eligible as base load or studied load.
• The company reiterated its 2026 non-GAAP EPS guidance range of at least the midpoint of $1.89-$1.91.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The agreement allows for the sale of up to $1,000,000,000 of CenterPoint's common stock over time.
• The prior at-the-market program was terminated, with approximately $84.9 million in common stock remaining unsold.
• Sales may be made through various methods, including at-the-market offerings on NYSE or NYSE Texas, with managers receiving up to 1% commission.
• The company may also enter into forward sale agreements, and expects to use net proceeds for general corporate purposes, including capital expenditures and debt repayment.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Q1 2026 non-GAAP EPS was $0.56, up from $0.53 in the prior-year quarter, driven by growth and regulatory recovery.
• Company reiterates 2026 non-GAAP EPS guidance of at least the midpoint of $1.89-$1.91, representing 8% growth over 2025.
• Announced 12.2 GW of firmly committed industrial load at Houston Electric, with 8 GW of data center load expected to be energized by 2029.
• Conference call held on April 23, 2026; Form 10-Q for Q1 2026 filed with the SEC.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The amended certificate was filed with the Texas Secretary of State on April 16, 2026, and became effective that same day.
• All 11 director nominees were elected to one-year terms expiring at the 2027 annual meeting; vote totals varied, with Michael A. 'Casey' Herman receiving the most 'for' votes (578,799,937).
• Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026 (583,705,874 for, 24,898,018 against).
• The advisory resolution on executive compensation was approved (560,193,091 for, 17,843,668 against), and the certificate amendment passed with 350,941,668 for and 226,756,692 against.
• The report was filed under Items 5.03 (amendments to articles/bylaws), 5.07 (shareholder votes), and 9.01 (exhibits).

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• CenterPoint Energy filed an 8-K furnishing audited financial statements and supplementary data for its indirect subsidiary Southern Indiana Gas and Electric Company (CEI South) for years ended Dec. 31, 2025 and 2024.
• The financial statements show CEI South's total assets of $5,024 million (2025) vs. $4,100 million (2024), and net income of $150 million (2025) vs. $147 million (2024).
• The exhibits are furnished, not filed, under Item 7.01 and are not incorporated by reference into any SEC registration statement.
• The filing was made on March 19, 2026, and the auditor's report is from Deloitte & Touche LLP.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net proceeds were approximately $641.5 million after discounts and expenses.
• The notes mature on May 15, 2029, with semiannual interest payments on May 15 and November 15, beginning November 15, 2026.
• Initial conversion rate is 18.6524 shares per $1,000 principal, equivalent to an initial conversion price of about $53.61 per share, a 25% premium over the February 23, 2026 closing price.
• The notes are senior unsecured obligations, rank equal with existing 4.25% notes due 2026 and 3.00% notes due 2028, and were sold in a private offering under Section 4(a)(2) and Rule 144A.
• Holders may require repurchase at 100% of principal plus accrued interest upon a fundamental change, and the conversion rate may be increased in certain make-whole fundamental change scenarios.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• Russell K. Wright, 42, was appointed Vice President and Chief Accounting Officer effective March 2, 2026; he previously served as Vice President, Financial Planning and Analysis since August 2022.
• Wright will receive a base salary of $330,000 per year, with target STI award of 45% of base salary and target LTI award of 80% of base salary.
• Colvin's retirement is not due to any disagreement with the Company on operations, policies, or accounting matters.
• Wright has no family relationship with any director or executive officer and no reportable transactions with the Company.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements