中点能源美股招股说明书(2025-05-28版)

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 a 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. 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 stockat 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 of shares of our common stock that are subject to the exercise of such option. Unless the context requires otherwise, the term“forward sale agreements” as used in this prospectus supplement includes any additional forward sale agreements that we may enter into with a forward purchaser in connection with theexercise by the underwriters of their option. If such option is exercised and we elect not to enter into additional forward sale agreements, we have agreed to issue and sell directly to theunderwriters the number of shares of our common stock that are subject to the exercise of such option. If we enter into additional forward sale agreements, and if in the good faith, Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect that shares of our common stock will be delivered against payment on or about May 29, 2025. Joint Book-Running ManagersMizuhoCitigroupMUFGCo-ManagersMay 27, 2025 J.P.MorganRBCCapitalMarkets BMO Capital Markets This document consists of two parts, which should be read together. The first part is this prospectus supplement, which describes the specificterms of the offering and supplements and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides more general informationabout our common stock and other securities that may be offered from time to time using such prospectus, some of which general information does notapply to this offering. Generally, when we refer to the prospectus, we are referring to both parts of this document combined. You should read thisprospectus supplement and the accompanying prospectus together with any written