中点能源美股招股说明书(2025-05-28版)

Common Stock The forward sellers referred to below are offering 21,621,622 shares of our common stock, par value $0.01 per share. We have entered into separate forward sale agreements with eachof Bank of America, N.A., Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent) and JPMorgan Chase Bank, National Association, whom we refer to in suchcapacity as the “forward purchasers,” with respect to an aggregate of 21,621,622 shares of our common stock. In connection with these forward sale agreements, the forward purchasers ortheir affiliates and/or agents, whom we refer to in such capacity as the “forward sellers,” at our request, are borrowing from third parties and selling to the underwriters an aggregate of21,621,622 shares of our common stock. If in the good faith, commercially reasonable judgment of a forward purchaser, it or its affiliate is unable to borrow and deliver for sale on theanticipated closing date a number of shares of our common stock underlying the applicable forward sale agreement, or it or its affiliate would be unable to borrow, at a stock loan rate notgreater than a specified rate, and deliver for sale on the anticipated closing date such number of shares of our common stock, or if certain other conditions to the applicable forward seller’sobligations have not been satisfied, then we will issue and sell directly to the underwriters a number of shares of our common stock equal to the number of shares of our common stock thatsuch forward seller does not borrow and deliver. We will not initially receive any proceeds from the sale of our common stock sold by the forward sellers to the underwriters, except in certain circumstances described in thisprospectus supplement, including the last sentence of the previous paragraph. The forward sale agreements provide for settlement on a settlement date or dates to be specified at our discretionon or prior to February25, 2027. Although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of our common stock to the forward purchasers inexchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion of our obligations under each forward sale agreement. If we elect to cash settle all or aportion of a forward sale agreement, we may not receive any proceeds from such election, and we may owe cash to the relevant forward purchaser. If we elect to net share settle all or aportion of a forward sale agreement, we will not receive any cash proceeds from such election, and we may owe shares of our common stock to the relevant forward purchaser. See“Underwriting (Conflicts of Interest)—Forward Sale Agreements” for a description of the forward sale agreements. Our common stock is listed on The New York Stock Exchange (the “NYSE”) and the NYSE Texas, in each case, under the symbol “CNP.” On May27, 2025, the last reported saleprice of our common stock on the NYSE was $37.73 per share. Proceeds, before expenses, to CenterPoint Energy, Inc. (1) (1)We expect to receive estimated net proceeds from the sale of shares of our common stock, before expenses, of approximately $784.0 million (or approximately $901.6 million if theunderwriters’ option to purchase additional shares of our common stock is exercised in full, and we elect to have the forward sellers borrow and deliver such shares to the underwritersas described in detail below) upon full physical settlement of the forward sale agreements, which we expect to occur on or prior to February25, 2027. For the purpose of calculatingthe estimated net proceeds to us, we have assumed that the forward sale agreements are fully physically settled based on the initial forward sale price of $36.26 per share. The forwardsale price is subject to adjustment pursuant to the forward sale agreements, and the actual proceeds, if any, will be calculated as described in this prospectus supplement.Although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of our common stock to the forward purchasers in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or a portion of our obligations under each forward sale agreement. See “Underwriting (Conflicts of Interest)—Forward SaleAgreements” for a description of the forward sale agreements.We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to an additional 3,243,243 shares of our common stock at a price of $36.26 per share, subject to certain possible adjustments, to cover sales by the underwriters in the initial offering of the shares of our common stock or in the open market of agreater number of shares of our common stock than the total number set forth above. If such option is exercised, we may, in our sole discretion, enter into additional forward sale agreementswith each of the forward purchasers in respect of the number o