中点能源美股招股说明书(2026-05-15版)

CenterPoint Energy, Inc. Shares of Common StockHaving an Aggregate Gross Sales Price of up to$1,000,000,000 We have entered into an equity distribution agreement with Barclays Capital Inc., BMO CapitalMarkets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global MarketsInc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MorganStanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA)Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (eacha “Manager” and collectively, the “Managers”), Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bankof America, N.A., Nomura Global Financial Products, Inc., Citibank, N.A., Goldman Sachs& Co. LLC,JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC,MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-DominionBank, Truist Bank and Wells Fargo Bank, National Association, or one or more of their respective affiliates,as forward purchasers (in such capacity, each a “Forward Purchaser” and collectively, the “ForwardPurchasers”), and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofASecurities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC, as agent), CitigroupGlobal Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC,Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital(USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forwardsellers (in such capacity, each a “Forward Seller” and collectively, “Forward Sellers”), relating to the offerand sale from time to time of shares of our common stock, par value $0.01 per share (“common stock”),having an aggregate gross sales price of up to $1,000,000,000 (the “equity distribution agreement”). Uponentry into the equity distribution agreement, we terminated our prior at-the-market program. At the time ofsuch termination, approximately $84.9million of common stock remained unsold under such program. In accordance with the terms of the equity distribution agreement, we may offer and sell shares of ourcommon stock from time to time through the Managers or pursuant to forward sale agreements. Sales ofshares of our common stock made under the equity distribution agreement, if any, may be made by anymethod permitted by applicable law and deemed to be an “at the market” offering as defined in Rule415under the Securities Act of 1933, as amended (the “Securities Act”), including by means of ordinarybrokers’ transactions through the facilities of the New York Stock Exchange or the NYSE Texas, or througha market maker or directly on or through an electronic communications network, at market prices prevailingat the time of sale or at prices related to prevailing market prices. In addition, shares of our common stockmay be offered and sold by such other methods, including privately negotiated transactions (including blocktransactions), as we and the Managers or the Forward Sellers agree to in writing. Each Manager will receivefrom us a commission of up to 1% of the gross sales price per share for any shares of our common stocksold by it under the equity distribution agreement. The equity distribution agreement provides that, in addition to the issuance and sale of our commonstock by us to or through the Managers, we may also enter into one or more forward sale agreements underseparate master forward confirmations and related supplemental confirmations between us and any of theForward Purchasers. In connection with any forward sale agreement, the relevant Forward Purchaser willborrow from third parties and, through its affiliated Forward Seller, and in the case of Nomura SecuritiesInternational, Inc., through its agent, BTIG, LLC, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement. In connectionwith any forward sale agreement, the relevant Forward Seller will receive, in the form of a reduced initialforward sale price under the related forward sale agreement, a commission of up to 1% of the gross salesprices of all borrowed shares of our common stock sold during the applicable forward hedge selling periodby it as Forward Seller. In no event will the aggregate number of shares of our common stock sold through the Managers or theForward Sellers under the equity distribution agreement and under any forward sale agreement have anaggregate gross sales price in excess of $1,000,000,000. The net proceeds we receive from the sales of shares of our common stock under the equity distributionagreement from the Managers will be the gross proceeds received from such sales less the commissions andless any other costs we may incur in issuing and/or selling sh