中点能源美股招股说明书(2025-05-27版)

$800,000,000CenterPoint Energy, Inc.Common Stock The forward sellers referred to below are offeringshares of our common stock, par value $0.01 per share. We expect to enter into separate forward saleagreements with each of 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 such capacity as the “forward purchasers,” with respect to an aggregate ofshares of our common stock. Inconnection with these forward sale agreements, the forward purchasers or their affiliates and/or agents, whom we refer to in such capacity as the “forward sellers,” atour request, are borrowing from third parties and selling to the underwriters an aggregate ofshares of our common stock. If in the good faith, commerciallyreasonable judgment of a forward purchaser, it or its affiliate is unable to borrow and deliver for sale on the anticipated closing date a number of shares of our commonstock underlying the applicable forward sale agreement, or it or its affiliate would be unable to borrow, at a stock loan rate not greater than a specified rate, 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 circumstancesdescribed in this prospectus supplement, including the last sentence of the previous paragraph. The forward sale agreements provide for settlement on a settlement dateor dates to be specified at our discretion on or prior to February25, 2027. Although we expect to settle the forward sale agreements entirely by the full physicaldelivery 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 aportion of our obligations under each forward sale agreement. If we elect to cash settle all or a portion of a forward sale agreement, we may not receive any proceedsfrom such election, and we may owe cash to the relevant forward purchaser. If we elect to net share settle all or a portion of a forward sale agreement, we will not 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 May23, 2025,the last reported sale price of our common stock on the NYSE was $37.57 per share. Public Offering Price 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 $(or approximately$if the underwriters’ option to purchase additional shares of our common stock is exercised in full, and we elect to have the forward sellers borrow anddeliver such shares to the underwriters as described in detail below) upon full physical settlement of the forward sale agreements, which we expect to occur onor prior to February25, 2027. For the purpose of calculating the estimated net proceeds to us, we have assumed that the forward sale agreements are fullyphysically settled based on the initial forward sale price of $per share. The forward sale price is subject to adjustment pursuant to the forward sale 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 Sale Agreements” 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 $120,000,000 ofshares of our common stock at a price of $per share, subject to certain possible adjustments, to cover sales by the underwriters in the initial offering of theshares of our common stock or in the open market of a greater 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 agreements with each of the forward purchasers in respect of the number of shares of our commonstock that are subject to the exercise of such option. Unless the context requires otherwise, the term “forward sale agreements” as used in this prospectus supplementincludes any additional forward sale agreements that we may enter into with a forward purchaser in connection with the exercise by the underwriters of their option. Ifsuch option is exercised and we elect not to enter into additional forward sale agreements, we have agreed to issue and sell directly to the underwriters the number ofshares 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, commerciallyreasonable judgment of a forward purchaser, it or its affiliate is unable to borrow, or is unable to borrow at a stock loan rate no greater than a specified rate, and deliverfor sale on the anticipated clo