CenterPoint Energy (CNP) Announces $800M Share Offering

CenterPoint Energy, Inc. (NYSE: CNP) or “CenterPoint” today announced the commencement of a registered underwritten offering of $800,000,000 of shares of its common stock. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. BofA Securities, Mizuho and J.P. Morgan are acting as joint book-running managers and representatives for the offering. Barclays, Citigroup and RBC Capital Markets are also acting as joint book-running managers for the offering.

In connection with the offering, CenterPoint expects to enter into separate forward sale agreements with Bank of America, N.A., Mizuho Markets Americas LLC and JPMorgan Chase Bank, National Association (collectively, the “forward counterparties”) under which CenterPoint will agree to issue and sell shares of its common stock to the forward counterparties at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. In addition, the underwriters of the offering expect to be granted a 30-day option to purchase up to an additional $120,000,000 of shares of CenterPoint’s common stock upon the same terms. If the underwriters exercise all or a portion of their option to purchase additional shares, CenterPoint expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.

Settlement of the forward sale agreements is expected to occur on or prior to February 25, 2027. CenterPoint may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under each of the forward sale agreements.

If CenterPoint elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of commercial paper or other debt.

The offering is being made pursuant to CenterPoint’s effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). The preliminary prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint book-running managers for the offering as follows:

BofA Securities
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email: [email protected]

Mizuho Securities USA LLC
1271 Avenue of the Americas, 3rd Floor
New York New York 10020
Attn: Equity Capital Markets
Telephone: 1-212-205-7600
Email: [email protected]

J.P. Morgan, c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Emails: [email protected] and [email protected]

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