[Form 4] CenterPoint Energy, Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Jesus Soto Jr., EVP and COO of CenterPoint Energy (CNP), was granted a total of 170,223 common-stock awards on 08/11/2025 consisting of two time-based restricted stock unit (RSU) grants that were reported as acquisitions at $0.

The first grant of 14,662 RSUs vests in three equal installments in August 2026, 2027 and 2028 if Mr. Soto remains employed, with vesting conditioned on achievement of positive operating income for the year preceding each vesting date (except for death or disability). The second grant totals 155,561 RSUs and vests as 38,891 RSUs on the first employment anniversary (08/11/2026) and 38,890 RSUs on each of the second, third and fourth anniversaries, with accelerated vesting for disability, death or involuntary termination without cause.

Insights

TL;DR: New EVP/COO received 170,223 RSUs with staggered multi-year vesting and performance linkage to operating income.

The awards combine time-based schedules and a clear performance condition requiring positive operating income for certain vesting tranches, aligning a senior executivecompensation with company operating results. The structure mixes service-based retention (annual vesting over four years for the larger tranche) with performance contingency on the smaller tranche, reducing guaranteed pay and linking value to company performance. From a compensation design perspective this is a standard mix of retention and performance incentives; it limits immediate cash cost while delivering equity upside if operational targets are met.

TL;DR: The report documents routine insider equity awards with typical vesting and limited exceptions for death, disability or involuntary termination.

The Form 4 shows the reporting person directly beneficially owns 170,223 shares following the awards, with vesting timelines disclosed and conditions specified. The presence of performance-based vesting tied to positive operating income introduces measurable corporate performance linkage and clear forfeiture conditions. The filing appears to be a standard disclosure of executive grants; it does not report sales, loans, or related-party transactions that would raise governance flags within this disclosure alone.

08/13/2025 - 04:02 PM

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^*

Soto Jesus Jr.

(Last)

(First)

(Middle)

1111 LOUISIANA

(Street)

HOUSTON

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 and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2025		A		14,662⁽¹⁾	A	$0	14,662	D
Common Stock	08/11/2025		A		155,561⁽²⁾	A	$0	170,223	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Time-based restricted stock units ("RSUs") awarded under the Issuer's Long-Term Incentive Plan (the "Plan") and vesting (i) in three equal installments in August 2026, 2027, and 2028 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. Time-based RSUs awarded under the Plan with 38,891 RSUs vesting on the first anniversary of the R.P.'s employment start date, August 11, 2025 (the "start date") and 38,890 RSUs vesting on each of the second, third, and fourth anniversaries of the start date if the R.P. continues to be an employee of Issuer from the start date through the respective vesting date. The award will also vest in the event of R.P.'s earlier disability, death or involuntary termination of employment by Issuer without cause.

Remarks:

	Vincent A. Mercaldi, Attorney-in-Fact	08/13/2025
	** 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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