Deal Description: May 29, 2025 – CenterPoint Energy, Inc. (NYSE: CNP) (“CenterPoint Energy”) today completed an underwritten public offering of 21,621,622 shares of common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $37.00 per share. The shares of Common Stock were 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. 

In connection with the offering, CenterPoint Energy entered into separate forward sale agreements 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 (collectively, the “forward counterparties”), pursuant to which CenterPoint Energy agreed to sell an aggregate of 21,621,622 shares of Common Stock to the forward counterparties. In addition, the underwriters of the offering exercised in full their option to purchase up to an additional 3,243,243 shares of Common Stock upon the same terms and, in connection therewith, CenterPoint Energy entered into additional forward sale agreements with the forward counterparties with respect to the additional shares. 

Settlement of the forward sale agreements and additional forward sale agreements is expected to occur on or prior to February 25, 2027. CenterPoint Energy 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 and additional forward sale agreements. 

CenterPoint Energy expects to receive approximately $901.6 million of net proceeds from the sale of shares of the Common Stock upon settlement of the forward sale agreements and additional forward sale agreements (assuming full physical settlement of such agreements based on the initial forward sale price of $36.26 per share). CenterPoint Energy expects to use the net proceeds for general corporate purposes, including repayment of a portion of its outstanding commercial paper or other debt. 

BofA Securities, Inc., Mizuho Securities USA LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and MUFG Securities Americas Inc. acted as joint book-running managers for the offering. BMO Capital Markets Corp. and Scotia Bank (USA) Inc. acted as co-managers for the offering. 

For more information, please see CenterPoint Energy’s news release relating to the pricing of the offering here. 

Baker Botts Lawyers/Office Involved: 

• Corporate: Tim Taylor (Partner; Houston); Clint Rancher (Partner; Houston); Rob Cowan (Associate; Austin); Sarah Dyer (Associate; Houston); Jack Hennessy (Associate; Houston)
• Finance: Evan Koster (Partner; New York)
• Tax: Josh Mandell (Partner; Dallas); Michael Bresson (Partner; Houston); Jared Meier (Senior Associate; Houston)
   

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