Cover and table of contents

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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


(Mark One)
☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			FOR THE TRANSITION PERIOD FROM TO


	Registrant, State or Other Jurisdiction of Incorporation or Organization
Commission file number	Address of Principal Executive Offices, Zip Code and Telephone Number			I.R.S. Employer Identification No.

1-31447	CenterPoint Energy, Inc.			74-0694415
	(a Texas corporation)
	1111 Louisiana
	Houston,	Texas	77002
	(713)	207-1111

1-3187	CenterPoint Energy Houston Electric, LLC			22-3865106
	(a Texas limited liability company)
	1111 Louisiana
	Houston,	Texas	77002
	(713)	207-1111

1-13265	CenterPoint Energy Resources Corp.			76-0511406
	(a Delaware corporation)
	1111 Louisiana
	Houston,	Texas	77002
	(713)	207-1111


Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading symbol(s)	Name of each exchange on which registered
CenterPoint Energy, Inc.	Common Stock, $0.01 par value	CNP	New York Stock Exchange
			NYSE Texas

CenterPoint Energy Houston Electric, LLC	6.95% General Mortgage Bonds due 2033	n/a	New York Stock Exchange
CenterPoint Energy Resources Corp.	6.625% Senior Notes due 2037	n/a	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


CenterPoint Energy, Inc.	Yes	þ	No o
CenterPoint Energy Houston Electric, LLC	Yes	þ	No o
CenterPoint Energy Resources Corp.	Yes	þ	No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


CenterPoint Energy, Inc.	Yes o	No	þ
CenterPoint Energy Houston Electric, LLC	Yes o	No	þ
CenterPoint Energy Resources Corp.	Yes o	No	þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


CenterPoint Energy, Inc.	Yes	þ	No o
CenterPoint Energy Houston Electric, LLC	Yes	þ	No o
CenterPoint Energy Resources Corp.	Yes	þ	No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


CenterPoint Energy, Inc.	Yes	þ	No o
CenterPoint Energy Houston Electric, LLC	Yes	þ	No o
CenterPoint Energy Resources Corp.	Yes	þ	No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
CenterPoint Energy, Inc.	þ	o	o	☐	☐
CenterPoint Energy Houston Electric, LLC	o	o	þ	☐	☐
CenterPoint Energy Resources Corp.	o	o	þ	☐	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.


CenterPoint Energy, Inc.						o
CenterPoint Energy Houston Electric, LLC						o
CenterPoint Energy Resources Corp.						o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).


CenterPoint Energy, Inc.						o
CenterPoint Energy Houston Electric, LLC						o
CenterPoint Energy Resources Corp.						o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


CenterPoint Energy, Inc.	Yes	☐	No þ
CenterPoint Energy Houston Electric, LLC	Yes	☐	No þ
CenterPoint Energy Resources Corp.	Yes	☐	No þ

The aggregate market values of the voting stock held by non-affiliates of the Registrants as of June 30, 2025 are as follows:


CenterPoint Energy, Inc. (using the definition of beneficial ownership contained in Rule 13d-3 promulgated pursuant to Securities Exchange Act of 1934 and excluding shares held by directors and executive officers)						$23,867,105,630
CenterPoint Energy Houston Electric, LLC						None
CenterPoint Energy Resources Corp.						None

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of February 13, 2026:


CenterPoint Energy, Inc.	652,871,584	shares of common stock outstanding, excluding 166 shares held as treasury stock
CenterPoint Energy Houston Electric, LLC	1,000	common shares outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.
CenterPoint Energy Resources Corp.	1,000	shares of common stock outstanding, all held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy, Inc.

CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. meet the conditions set forth in general instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) of Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the 2026 Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2025, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.


GLOSSARY



AFSI						Adjusted financial statement income
AFUDC						Allowance for funds used during construction

AI						Artificial intelligence
ALJ						Administrative Law Judge
AMAs						Asset Management Agreements

AMS						Advanced Metering System



Arevon						Arevon Energy, Inc., which was formed through the combination of Capital Dynamics, Inc.’s U.S. Clean Energy Infrastructure business unit and Arevon Asset Management
ARO						Asset retirement obligation

ARP						Alternative revenue program
ASC						Accounting Standards Codification
ASU						Accounting Standards Update

AT&T Common						AT&T Inc. common stock

ATM Forward Purchasers						Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada
ATM Forward Sellers						BofA Securities, Inc. Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC
ATM Managers						BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC

Bcf						Billion cubic feet


Board						CenterPoint Energy’s Board of Directors
Bond Companies						Transition Bond Company IV, Restoration Bond Company II and Restoration Bond Company III, each a consolidated VIE that is a wholly-owned, bankruptcy-remote, special purpose entity formed solely for the purpose of securitizing transition property or system restoration property through the issuance of transition bonds or system restoration bonds




BTA						Build Transfer Agreement
CAMT						Corporate Alternative Minimum Tax
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CCN						Certificate of Convenience and Necessity
CCR						Coal Combustion Residuals
CCR Rule						Final rule published by the EPA in 2015 to regulate coal ash as non-hazardous material under the RCRA

CECA						Clean Energy Cost Adjustment

CEIP						CenterPoint Energy Intrastate Pipelines, LLC, a wholly-owned subsidiary of CERC Corp.
CenterPoint Energy						CenterPoint Energy, Inc., and its subsidiaries
CenterPoint Energy Credit Agreement						Second Amended and Restated Credit Agreement, dated December 6, 2022, by and among CenterPoint Energy, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the financial institutions as bank parties thereto and the other parties thereto.
CenterPoint Energy Extension Agreement						Extension Agreement to the CenterPoint Energy Credit Agreement, dated January 29, 2025, by and among CenterPoint Energy, JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto
CEOH						Vectren Energy Delivery of Ohio, LLC, doing business as CenterPoint Energy Ohio, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to an Ohio limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022
CEP						Capital Expenditure Program
CERC						CERC Corp., together with its subsidiaries
CERC Credit Agreement						Second Amended and Restated Credit Agreement, dated December 6, 2022, by and among CERC, as borrower, Wells Fargo Bank, National Association, as administrative agent, the financial institutions as bank parties thereto and the other parties thereto
CERC Extension Agreement						Extension Agreement to the CERC Credit Agreement, dated January 29, 2025, by and among CERC, Wells Fargo Bank, National Association, as administrative agent, and the banks party thereto
CERC Corp.						CenterPoint Energy Resources Corp.


GLOSSARY
CERCLA						Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended

Change in Control Plan						CenterPoint Energy Change in Control Plan (as amended and restated effective May 1, 2017)
Charter Common						Charter Communications, Inc. common stock


CIP						Conservation Improvement Program



Code						The Internal Revenue Code of 1986, as amended
CODM						Chief Operating Decision Maker
Common Stock						CenterPoint Energy, Inc. common stock, par value $0.01 per share
Convertible Notes						CenterPoint Energy’s 4.25% Convertible Senior Notes due 2026
Convertible Notes Indenture						Indenture dated as of August 4, 2023 by and between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee, as supplemented
COVID-19						Novel coronavirus disease 2019, and any mutations or variants thereof, and related global outbreak that was subsequently declared a pandemic by the World Health Organization
CPCN						Certificate of public convenience and necessity

CPS Energy						City Public Service Board of San Antonio, Texas
Credit Agreements						The CenterPoint Energy Credit Agreement, Houston Electric Credit Agreement, CERC Credit Agreement and SIGECO Credit Agreement

CSIA						Compliance and System Improvement Adjustment



DCRF						Distribution Cost Recovery Factor
DOC						U.S. Department of Commerce

DOT						U.S. Department of Transportation
DRR						Distribution Replacement Rider
DSMA						Demand Side Management Adjustment
Dth						Dekatherms

ECA						Environmental Cost Adjustment
EDF Renewables						EDF Renewables Development, Inc.
EDIT						Excess deferred income taxes
EECR						Energy Efficiency Cost Recovery
EECRF						Energy Efficiency Cost Recovery Factor
EEFC						Energy Efficiency Funding Component
EEFR						Energy Efficiency Funding Rider


ELG						Effluent Limitation Guidelines
EIA						U.S. Energy Information Administration


Energy Systems Group						Energy Systems Group, LLC, previously a wholly-owned subsidiary of Vectren




EPA						Environmental Protection Agency

EPC						Engineering, Procurement and Construction
Equity Distribution Agreement						Equity Distribution Agreement, dated as of January 10, 2024, by and between CenterPoint Energy, the ATM Managers, the ATM Forward Purchasers and the ATM Forward Sellers
Equity Purchase Agreement						Equity Purchase Agreement, dated as of May 21, 2023, by and between Vectren Energy Services and ESG Holdings Group
ERCOT						Electric Reliability Council of Texas
ERCOT ISO						ERCOT Independent System Operator
ERISA						Employee Retirement Income Security Act of 1974

ERO						Electric Reliability Organization
ESG Holdings Group						ESG Holdings Group, LLC a Delaware limited liability company, and an affiliate of Oaktree Capital Management

Exchange Act						The Securities Exchange Act of 1934, as amended
Extension Agreements						The CenterPoint Energy Extension Agreement, Houston Electric Extension Agreement, CERC Extension Agreement and SIGECO Extension Agreement
FAC						Fuel Adjustment Clause
FASB						Financial Accounting Standards Board


GLOSSARY
February 2021 Winter Storm Event						The extreme and unprecedented winter weather event in February 2021 (also known as Winter Storm Uri) resulting in electricity generation supply shortages, including in Texas, and natural gas supply shortages and increased wholesale prices of natural gas in the United States, primarily due to prolonged freezing temperatures.
FERC						Federal Energy Regulatory Commission

Fitch						Fitch Ratings, Inc.
Form 10-K						Annual Report on Form 10-K
FPA						Federal Power Act

GAAP						Generally Accepted Accounting Principles


General Mortgage						General Mortgage Indenture, dated as of October 10, 2002, between CenterPoint Energy Houston Electric, LLC and JPMorgan Chase Bank, as Trustee, as supplemented from time to time
GHG						Greenhouse gases

GRIP						Gas Reliability Infrastructure Program
GWh						Gigawatt-hours

HLPSA						Hazardous Liquid Pipeline Safety Act of 1979
Houston Electric						CenterPoint Energy Houston Electric, LLC and its subsidiaries
Houston Electric Credit Agreement						Second Amended and Restated Credit Agreement, dated December 6, 2022, by and among Houston Electric, as borrower, Mizuho Bank, Ltd., as administrative agent, the financial institutions as bank parties thereto and the other parties thereto
Houston Electric Extension Agreement						Extension Agreement to the Houston Electric Credit Agreement, dated January 29, 2025, by and among Houston Electric, Mizuho Bank, Ltd., as administrative agent, and the banks party thereto
Human Capital and Compensation Committee						Human Capital and Compensation Committee of the Board
Hurricane Beryl						The powerful and destructive storm that made landfall in Texas on July 8, 2024 and caused widespread damage to Houston Electric’s electric delivery system
HVAC						Heating, ventilation and air conditioning
IAS						International Accounting Standards
IBEW						International Brotherhood of Electrical Workers

ICPA						Inter-Company Power Agreement
IDEM						Indiana Department of Environmental Management
IG						Intelligent Grid
Indiana Electric						Operations of SIGECO’s electric transmission and distribution services, and includes its power generating and wholesale power operations
Indiana Gas						Indiana Gas Company, Inc., a wholly-owned subsidiary of CERC Corp.
Indiana North						Gas operations of Indiana Gas
Indiana South						Gas operations of SIGECO
Indiana Utilities						Indiana Electric, Indiana North and Indiana South, collectively


IRA						Inflation Reduction Act of 2022
IRP						Integrated Resource Plan
IRS						Internal Revenue Service
IURC						Indiana Utility Regulatory Commission
Junior Subordinated Notes						Junior Subordinated Series A Notes, Junior Subordinated Series B Notes and Junior Subordinated Series C Notes
Junior Subordinated Notes Indenture						Junior Subordinated Indenture, dated as of August 14, 2024, between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee, as supplemented

Junior Subordinated Series A Notes						7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series A, due 2055

Junior Subordinated Series B Notes						6.850% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series B, due 2055




Junior Subordinated Series C Notes						6.700% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series C, due 2055
kV						Kilovolt
LAMS Asset Purchase Agreement						Asset Purchase Agreement, dated as of February 19, 2024, by and among CERC Corp. and the LAMS Buyers


GLOSSARY
LAMS Buyers						Delta North Louisiana Gas Company, LLC, a Delaware limited liability company, Delta South Louisiana Gas Company, LLC, a Delaware limited liability company, Delta Mississippi Gas Company, LLC, a Delaware limited liability company, and Delta Energy Resources, LLC, a Delaware limited liability company
LDC						Local Distribution Company

LNG						Liquefied natural gas
Load Shed						Curtailing the amount of electricity a TDU can transmit and distribute to its customers

LTIPs						Long-term incentive plans
M&DOT						Mortgage and Deed of Trust, dated November 1, 1944, between Houston Lighting and Power Company and Chase Bank of Texas, National Association (formerly, South Texas Commercial National Bank of Houston), as Trustee, as amended and supplemented
May 2024 Storm Events						The sudden and destructive severe weather events in May 2024 that included hurricane-like winds and tornadoes and resulted in widespread damage to Houston Electric’s electric delivery system
MCRA						MISO Cost and Revenue Adjustment


MDL						Multi-district litigation
MGP						Manufactured gas plant
MISO						Midcontinent Independent System Operator

MMBtu						One million British thermal units
MMcf						Million cubic feet
Moody’s						Moody’s Investors Service, Inc.




MPUC						Minnesota Public Utilities Commission
Mva						Megavolt amperes
MW						Megawatts
NAV						Net asset value

NECA						National Electrical Contractors Association
NERC						North American Electric Reliability Corporation

Netflix						Netflix, Inc.
NFGC						National Fuel Gas Company, a New Jersey corporation
NGA						Natural Gas Act of 1938

NGLs						Natural gas liquids
NGPA						Natural Gas Policy Act of 1978
NGPSA						Natural Gas Pipeline Safety Act of 1968

NOLs						Net operating losses
NRG						NRG Energy, Inc.

NYSE						New York Stock Exchange



OBBBA						Tax reform legislation informally known as the One Big Beautiful Bill Act
Ohio Securities Purchase Agreement						Securities Purchase Agreement, dated as of October 20, 2025, by and between CERC Corp. and NFGC
OPEIU						Office & Professional Employees International Union
Oriden						Oriden LLC
Origis						Origis Energy USA Inc.
OUCC						Indiana Office of Utility Consumer Counselor
OVEC						Ohio Valley Electric Corporation



PHMSA						Pipeline and Hazardous Materials Safety Administration

PIPES Act						Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020
Posey Solar						Posey Solar, LLC, a Delaware limited liability company


PPA						Power purchase agreement
PRPs						Potentially responsible parties

PTCs						Production Tax Credits
PUCO						Public Utilities Commission of Ohio
PUCT						Public Utility Commission of Texas


GLOSSARY
Railroad Commission						Railroad Commission of Texas
RCRA						Resource Conservation and Recovery Act of 1976


Registrant						Each of CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp.
Reliant Energy						Reliant Energy, Incorporated
REP						Retail electric provider
Restoration Bond Company II						CenterPoint Energy Restoration Bond Company II, LLC, a wholly-owned subsidiary of Houston Electric
Restoration Bond Company II Securitization Bonds						Restoration Bond Company II’s Series 2025-A Senior Secured System Restoration Bonds


Restoration Bond Company III						CenterPoint Energy Restoration Bond Company III, LLC, a wholly-owned subsidiary of Houston Electric
Restructuring						CERC Corp.’s common control acquisition of Indiana Gas and CEOH from VUH on June 30, 2022
ROE						Return on equity

ROU						Right of use



S&P						S&P Global Ratings, a division of S&P Global Inc.
Scope 1 emissions						Direct source of GHG emissions from a company’s operations
Scope 2 emissions						Indirect source of GHG emissions from a company’s energy usage
Scope 3 emissions						Indirect source of GHG emissions from a company’s end-users
SEC						Securities and Exchange Commission
Securities Act						The Securities Act of 1933, as amended
Securitization Bonds						Transition and system restoration bonds issued by the Bond Companies and SIGECO Securitization Bonds issued by the SIGECO Securitization Subsidiary
Seller Note Agreement						Seller Note Agreement by and between CERC Corp. and NFGC to be entered into at the closing of the proposed sale of all of the issued and outstanding equity interests in CEOH to NFGC contemplated by the Ohio Securities Purchase Agreement
Series A Preferred Stock						CenterPoint Energy’s previously outstanding Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share
Series 2025B Bonds						SIGECO’s 5.09% First Mortgage Bonds, Series 2025B, Tranche A due 2031 and it’s 5.52% First Mortgage Bonds, Series 2025B, Tranche B due 2035
Series 2025C Bonds						SIGECO’s 5.77% First Mortgage Bonds, Series 2025C, Tranche A due 2040 and it’s 6.18% First Mortgage Bonds, Series 2025C, Tranche B due 2055
SIGECO						Southern Indiana Gas and Electric Company, a wholly-owned subsidiary of Vectren
SIGECO Credit Agreement						Credit Agreement, dated as of December 6, 2022, by and among SIGECO, as borrower, Wells Fargo Bank, National Association, as administrative agent, the financial institutions as banks parties thereto and the other parties thereto
SIGECO Extension Agreement						Extension Agreement to the SIGECO Credit Agreement, dated as of January 29, 2025, by and among SIGECO, Wells Fargo Bank, National Association, as administrative agent and the banks party thereto
SIGECO Securitization Bonds						SIGECO Securitization Subsidiary’s Series 2023-A Senior Secured Securitization Bonds
SIGECO Securitization Subsidiary						SIGECO Securitization I, LLC, a direct, wholly-owned subsidiary of SIGECO
SOFR						Secured Overnight Financing Rate
SRC						Sales Reconciliation Component

SRP						The transmission and distribution system resiliency plan filed by Houston Electric with the PUCT on January 31, 2025, which proposes investing approximately $5.75 billion over a three-year period for transmission and distribution infrastructure, information technology and cybersecurity assets and event response capability
TBD						To be determined

TCA						Texas Consumer Association
TCJA						Tax reform legislation informally called the Tax Cuts and Jobs Act of 2017
TCOS						Transmission Cost of Service
TCRF						Transmission Cost Recovery Factor
TDSIC						Transmission, Distribution and Storage System Improvement Charge
TDU						Transmission and distribution utility


GLOSSARY
TEEEF						Assets leased or costs incurred as “temporary emergency electric energy facilities” under Section 39.918 of the Public Utility Regulatory Act, also referred to as temporary generation
TEEEF Rule						Texas Administrative Code, Title 16, Section 25.56, which became effective January 8, 2025 and was further amended on February 6, 2025

Texas RE						Texas Reliability Entity



Transition Bond Company IV						CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric
TSA						Transportation Security Administration




USW						United Steelworkers Union
UWUA						Utility Workers Union of America
Utility Holding						Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy


Vectren						Vectren, LLC, which converted its corporate structure from Vectren Corporation to a limited liability company on June 30, 2022, a wholly-owned subsidiary of CenterPoint Energy as of February 1, 2019, and, after the Restructuring, is held indirectly by CenterPoint Energy through Vectren Affiliated Utilities, Inc.
Vectren Energy Services						Vectren Energy Services Corporation, an Indiana corporation and a wholly-owned subsidiary of CenterPoint Energy

VIE						Variable interest entity

Vistra Energy Corp.						Texas-based energy company focused on the competitive energy and power generation markets.
VRP						Voluntary Remediation Program
WBD						Warner Bros. Discovery, Inc.



WBD Common						Warner Bros. Discovery, Inc. Series A common stock


ZENS						2.0% Zero-Premium Exchangeable Subordinated Notes due 2029
ZENS-Related Securities						As of December 31, 2025 and December 31, 2024, consisted of AT&T Common, Charter Common and WBD Common
2024 Form 10-K						Annual Report on Form 10-K for the fiscal year ended December 31, 2024
2026 Convertible Notes						CenterPoint Energy’s 4.25% Convertible Senior Notes due 2026
2026 Convertible Notes Indenture						Indenture dated as of August 4, 2023 by and between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee, as supplemented
2028 Convertible Notes						CenterPoint Energy’s 3.00% Convertible Senior Notes due 2028
2028 Convertible Notes Indenture						Indenture, dated as of July 31, 2025, by and between CenterPoint Energy and The Bank of New York Mellon Trust Company, National Association, as trustee

TABLE OF CONTENTS


PART I
		Page
Item 1.	Business	1
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	44
Item 1C.	Cybersecurity	44
Item 2.	Properties	45
Item 3.	Legal Proceedings	49
Item 4.	Mine Safety Disclosures	49
PART II
Item 5.	Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
Item 6.	[Reserved]	50
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 8.	Financial Statements and Supplementary Data	90
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	180
Item 9A.	Controls and Procedures	180
Item 9B.	Other Information	183
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	183
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	183
Item 11.	Executive Compensation	183
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	183
Item 13.	Certain Relationships and Related Transactions, and Director Independence	183
Item 14.	Principal Accounting Fees and Services	183
PART IV
Item 15.	Exhibits and Financial Statement Schedules	185
Item 16.	Form 10-K Summary	185

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time the Registrants make statements concerning their expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words.

The Registrants have based their forward-looking statements on management’s beliefs and assumptions based on information reasonably available to management at the time the statements are made. The Registrants caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, the Registrants cannot assure you that actual results will not differ materially from those expressed or implied by the Registrants’ forward-looking statements. In this Form 10-K, unless context requires otherwise, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries, including Houston Electric, CERC and SIGECO.

Some of the factors that could cause actual results to differ from those expressed or implied by the Registrants’ forward-looking statements are described under “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Factors Affecting Future Earnings” and “ — Liquidity and Capital Resources — Other Matters — Other Factors That Could Affect Cash Requirements” in Item 7 of Part II of this report, which discussions are incorporated herein by reference.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, other than as required under applicable securities laws, the Registrants undertake no obligation to update or revise any forward-looking statements.

SUMMARY OF RISK FACTORS

An investment in CenterPoint Energy’s securities involves a significant degree of risk. Below is a summary of certain risk factors to consider in evaluating CenterPoint Energy as well as its Common Stock. However, this list is not exhaustive. Before investing in CenterPoint Energy, carefully consider the risk factors discussed or referenced below and in Item 1A. “Risk Factors” of this combined report on Form 10-K. If any of the risks discussed below and in Item 1A. “Risk Factors” were actually to occur, CenterPoint Energy’s, Houston Electric’s and CERC’s business, financial condition, results of operations or cash flows could be adversely affected. In that case, CenterPoint Energy might not be able to pay dividends on its Common Stock, or the trading price of its Common Stock could decline.

Risk Factors Affecting Operations

Electric Transmission, Distribution and Generation (CenterPoint Energy and Houston Electric)

Disruptions at third-party or Indiana Electric’s power generation facilities, generation inadequacy, directives issued by regulatory authorities or other matters could cause interruptions in Houston Electric’s and Indiana Electric’s ability to provide transmission and distribution services and Houston Electric and Indiana Electric may not be able to promptly respond, repair and restart their facilities, which could adversely affect their businesses, financial condition, results of operations and cash flows.
Indiana Electric’s execution of its generation transition plan is subject to various risks, including timely recovery of capital investments and increased costs and risks related to the timing and cost of development and/or construction of new generation facilities.
Houston Electric’s receivables are primarily concentrated in a small number of REPs, and any delay or default in payments of these receivables could adversely affect Houston Electric’s business, financial condition, results of operations and cash flows.
Houston Electric’s use of TEEEF is subject to various risks, potential performance issues and allegations about Houston Electric’s procurement and deployment of the resources (including the planning, execution and effectiveness of the same), regulatory and environmental requirements, and timely recovery of capital.

Natural Gas (CenterPoint Energy and CERC)

Access to natural gas supplies and pipeline transmission and storage capacity are essential components of reliable service for our natural gas business customers.
We are subject to fluctuations in natural gas prices, which could affect the ability of our suppliers and customers to meet their obligations or may impact our operations, which could adversely affect our business, financial condition, results of operations and cash flows.
Our natural gas businesses must compete with alternate energy sources, which could result in less natural gas delivered and have an adverse impact on our businesses, financial condition, results of operations and cash flows.

Risk Factors Affecting Regulatory, Environmental and Legal Risks

Rate regulation of the Registrants’ electric and natural gas businesses may delay or deny their ability to earn an expected return and fully and timely recover their costs.
Our successful execution and completion of capital projects and programs, including those within our 10-year capital plan, are subject to substantial risks, and our business, financial condition, results of operations and cash flows could be materially affected should such efforts not be executed and completed as planned.
We are involved in numerous legal proceedings, the outcomes of which are uncertain, and resolutions adverse to us could negatively affect our financial results.
Negative opinions of CenterPoint Energy from customers, investors, legislators, regulators, creditors, rating agencies and other stakeholders relating to actual or perceived system reliability and safety, the speed of our response to service interruptions, rates and customer affordability, our ability to successfully execute our capital plan, media coverage and actions by third parties, could harm our reputation and have an adverse impact on our business, financial condition, results of operations and cash flows.
We are subject to operational and financial risks and liabilities arising from environmental laws and regulations, including regulation of CCR, federal and state climate change legislation and regulation and certain local initiatives that seek to limit fossil fuel usage.
CenterPoint Energy is subject to operational and financial risks and liabilities associated with its sustainability and related activities, including the implementation of and efforts to achieve its energy transition goals.
We are subject to extensive regulation, which could result in higher costs for system improvements, as well as fines or other sanctions.

Risk Factors Affecting Financial, Economic and Market Risks

Disruptions to the global supply chain, inflation, labor shortages and scarcity of certain materials may impact our operations, which could have an adverse impact on our ability to execute our capital plan and on our business, financial condition, results of operations and cash flows.
If we are unable to arrange future financings on acceptable terms, our ability to finance our capital expenditures and operations or refinance outstanding indebtedness could be limited.
CenterPoint Energy is a holding company that derives all of its operating income from, and holds substantially all of its assets through, its subsidiaries. As a result, CenterPoint Energy depends on the performance of and distributions from its subsidiaries to meet its payment obligations and to pay dividends on its common stock, and provisions of applicable law or contractual restrictions could limit the amount of those distributions.
If CenterPoint Energy redeems the ZENS prior to their maturity in 2029, its ultimate tax liability and redemption payments may result in significant cash payments, which would adversely impact its cash flows and liquidity. Similarly, a significant amount of exchanges of ZENS by ZENS holders could adversely impact CenterPoint Energy’s cash flows and liquidity.

Risk Factors Affecting Safety and Security Risks

The Registrants’ businesses have safety risks.
Cyberattacks, physical security breaches, acts of terrorism or other disruptions could adversely impact our business, financial condition, results of operations and cash flows.
We may not be successful in our adoption, development and deployment of AI, which could adversely affect our business, reputation or financial results.

iii

General and Other Risks

Our revenues and results of operations are seasonal.
Severe weather events, natural disasters and other climate-related impacts could adversely impact our businesses, financial condition, results of operations and cash flows.
We are exposed to risks related to changes in demand and energy consumption that could adversely impact our business, financial condition, results of operations and cash flows.
Our business, financial condition, results of operations and cash flows may be adversely affected if we are unable to successfully operate our facilities or perform certain corporate functions.
Aging infrastructure may lead to increased costs and disruptions in operations that could negatively impact our financial results.
Our businesses will continue to have to adapt to, implement and integrate technological change and may not be successful implementing such technological change as designed or may have to make significant investments to adapt to and integrate technological change.

PART I

Next: Item 1. Business