CenterPoint Energy (CNP) 10-K risk factor changes: FY2025 vs FY2024

Electric [removed: Generation, Transmission and] [added: Transmission,] Distribution [added: and Generation] (CenterPoint Energy and Houston Electric)

Disruptions at [added: third-party or Indiana Electric’s] power generation facilities, generation [removed: inadequacy or] [added: inadequacy,] directives issued by regulatory authorities [added: or other matters] could cause interruptions in Houston Electric’s and Indiana Electric’s ability to provide transmission and distribution services and [added: Houston Electric and Indiana Electric may not be able to promptly respond, repair and restart their facilities, which could] adversely affect their [removed: reputation,] [added: businesses,] financial condition, results of operations and cash flows.

Houston Electric owns the transmission and distribution infrastructure in its service territory that delivers electric power to its customers, but it does not own or operate any [added: bulk] power generation [removed: facilities, except for its operation of TEEEF.][added: facilities.]

Both Houston Electric and Indiana Electric must follow the directives issued by their [removed: respective] independent system operator, ERCOT and MISO, respectively.

[removed: ERCOT and MISO have and may in the future issue directives requiring members to implement controlled outages as a result of an emergency or reliability issues, and] Houston Electric has faced and may in the future face challenges to its planning and preparation for such directives and its implementation of Load Shed, including, for example, allegations that it had discretion as to how to [removed: shed load] [added: Load Shed] and which customers experienced outages and the duration of those outages.

As a result, claims and lawsuits could be filed against [removed: Houston Electric and Indiana Electric] [added: CenterPoint Energy] for personal injury, property damage or other damage or loss as a result of [removed: their respective] [added: its] Load Shed planning, preparation, implementation, and decisions in order to meet the directives of ERCOT and MISO, respectively.

For example, [removed: in] [added: during the] February [removed: 2021,] [added: 2021 Winter Storm Event,] the ERCOT regulated Texas electric system experienced [removed: extreme winter weather conditions and] an unprecedented power generation [removed: shortage.][added: shortage as the amount of electricity generated by the state’s power generation companies was insufficient to meet the amount demanded by customers.]

If power generation capacity is severely disrupted or is inadequate for any reason in the [removed: future,] [added: future or in the event of significant system disturbances,] Houston Electric’s or Indiana Electric’s transmission and distribution services may be [removed: diminished] [added: diminished, interrupted] or [removed: interrupted.][added: halted, which could lead to prolonged customer outages, and Houston Electric and Indiana Electric may not be able to promptly repair and restart their facilities, which could adversely affect our businesses, financial condition, results of operations and cash flows.]

Further, as with the lawsuits filed in the aftermath of the February 2021 Winter Storm Event, claims and lawsuits could be filed against the Registrants, [removed: and] [added: which could also adversely affect] our [removed: reputation,] [added: business,] financial condition, [added: and] results of [removed: operations and cash flows could be adversely affected.][added: operations.]

Additionally, Indiana Electric’s generating facilities [added: are subject to operational risks,] and [added: Houston Electric and Indiana Electric are subject to risk relating to] the generating facilities that supply the power transmitted by Houston Electric and Indiana [removed: Electric are subject to operational] [added: Electric; these] risks [removed: that] have [added: in the past] and may in the future result in [added: service interruptions and] unscheduled [removed: plant] outages, unanticipated operation and maintenance [removed: expenses] [added: expenses, reputational harm] and increased purchase power costs.

For example, in June 2022, [added: F.B.] Culley [added: Unit] 3, a coal-fired generation unit, experienced a boiler feed pump turbine failure that caused the unit to be out of service for nearly nine months.

Such open market purchases have and may again result in increased costs and have an adverse impact on our [removed: operations,] [added: business,] financial condition, results of operations and cash flows.

[removed: Indiana Electric’s power generation] [added: operations] may be disrupted or otherwise insufficient if third parties do not deliver required power under our PPAs.

These [removed: operational] risks can arise from circumstances such as facility shutdowns or malfunctions due to equipment failure or operator [added: or other human] error; aging infrastructure; interruption of fuel supply or increased prices of fuel as a result of, among other things, contract expirations, inflation and/or tariffs; disruptions in the [added: production or] delivery of electricity; inability to comply with regulatory or permit requirements; [added: governmental action;] labor disputes; [removed: or] [added: severe weather;] natural [removed: disasters,] [added: disasters; or cyberattacks,] all of which could adversely affect Indiana Electric’s and Houston Electric’s [removed: businesses.][added: businesses, including their financial condition, results of operations and cash flows.]

Indiana Electric purchases the majority of its coal [removed: supply] [added: supply, and in 2025 purchased all of its coal supply,] from a single, unrelated party and, although the coal supply is under long-term contract, the loss of this supplier or transportation interruptions could adversely affect its ability to deliver electricity to its customers and adversely impact Indiana Electric’s [added: business,] financial condition, results of operations and cash flows.

[removed: While the coal supply shortage that Indiana Electric experienced did not impact its ability to deliver electricity to its customers,] [added: Future] labor shortages [added: in the coal industry] as well as [added: coal] supply shortages [removed: in the future, whether caused] [added: (such as those experienced] by [removed: insufficient supply or supplier bankruptcy or other regulatory and supply issues] [added: Indiana Electric] in [removed: the mining industry,] [added: 2021 and part of 2022),] may lead to increased cost and have an adverse impact on our [removed: operations,] [added: business,] financial condition, results of operations and cash flows.

[removed: Additionally,] [added: Further, as Indiana Electric’s generating facilities may experience unanticipated disruptions as a result of renewable supply shortages, including, but not limited to, unfavorable wind and solar conditions] such [added: as cloudy or windless days, and such] disruptions could adversely affect its ability to deliver electricity to its customers and adversely impact Indiana Electric’s [added: business,] financial condition, results of operations and cash flows.

The operations of Houston Electric and Indiana Electric are subject to the usual hazards associated with [removed: high-voltage] electricity transmission and distribution, including inclement or severe weather, natural disasters, including wildfires, mechanical failure, contact with electrified facilities by people, equipment, and debris, unscheduled downtime, equipment [added: interruptions, loss or outage of key technology platforms or systems, contamination, remediation, explosions, fires, chemical spills, discharges or releases of toxic or hazardous substances and other environmental risks.]

Such hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, including loss of transmission and distribution lines and related equipment and [removed: damage to solar panels, and] environmental damage, and may result in suspension of operations, disruption of service to customers, [added: prolonged outages] and the imposition of civil or criminal penalties.

For example, [added: in 2024,] Hurricane Beryl caused significant damage to Houston Electric’s electric delivery [removed: system, resulting] [added: system and resulted] in a substantial number of its customers [removed: (peaking at more than 2.1 million customers out of 2.8 million customers)] being without power, many for extended periods of time.

Indiana Electric’s execution of its generation transition [removed: plan, including its IRP,] [added: 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.

Indiana requires each electric utility to [removed: perform] [added: develop] and submit an IRP to the IURC every three years, unless extended, that uses economic modeling to consider the costs and risks associated with available resource options to provide [removed: reliable] [added: reliable, cost effective] electric service for the next 20-year period.

[removed: For example, Indiana Electric’s 2019/2020 IRP] [added: Recent IRPs, including the 2025 IRP, have] identified [removed: a] preferred [removed: portfolio] [added: portfolios] that [removed: retires 730 MW of coal-fired generation facilities and replaces these resources with] [added: include] a [added: wider] mix of generating resources [removed: composed primarily of renewables, including] [added: such as coal-fired generation,] solar, wind, [removed: and] solar with [removed: storage, supported by] [added: storage and] dispatchable natural gas combustion [removed: turbines including a pipeline to serve such natural gas generation.][added: turbines.]

Indiana Electric also obtains IURC approval of PPAs and [removed: DSM] [added: demand-side management] plans to help [removed: ensure] [added: support] cost recovery.

If Indiana Electric fails to receive IURC approvals necessary to acquire the projects or resources identified in its [removed: IRP,] [added: IRP or if other governmental action is taken with respect to] Indiana [added: Electric’s generation resources or generation transition plan, Indiana] Electric may not be able to implement its generation transition plan in a timely manner or at all.

Additionally, [removed: projected] changes in how renewable [removed: and battery storage] resources are accredited to meet MISO’s planning reserve margin requirement [removed: make] [added: have made] it less economic to pursue these [removed: resources in the future.][added: resources.]

If Indiana Electric is unable to implement its generation transition plan, it may have an adverse effect on CenterPoint Energy’s ability to execute on its [removed: net zero and GHG emissions reduction] [added: energy transition] goals, [removed: its goal to exit the coal plants that Indiana Electric operates,] [added: execute on] its growth strategy, achieve its financial goals, and otherwise impact [added: its business, financial condition,] results of operations and cash flows.

Even if a generation project is approved, risks associated with the development or construction of any new generation exist, including new legislation or governmental action restricting or delaying new generation, moratorium legislation, [added: changes to trade practices (including tariffs, bans, retaliatory trade measures taken against] the [added: United States or related governmental action), changes to business practice manuals of MISO or corresponding impacts such as interconnection delays (which may be exacerbated by significant new load additions), the] ability to procure resources needed to build at a reasonable cost, scarcity of resources and labor, [added: the] ability to appropriately estimate costs of new generation, the effects of potential construction delays, project scope changes, and cost [removed: overruns] [added: overruns, cost of] and [removed: the] ability to meet capacity [removed: requirements.][added: requirements and related customer affordability considerations.]

If Indiana Electric [removed: was] [added: is] unable to meet its generation needs [removed: as a result of project delays] [added: through development] or [removed: cancellations,] [added: acquisition of new generation,] it would be required to buy the necessary capacity and electricity on the open market.

Such open market purchases may result in increased costs and may have an adverse impact on our [removed: operations,] [added: business,] financial condition, results of operations and cash flows.

If we are unable to complete or acquire such generation facilities or resources, or if they do not perform as anticipated, our [removed: future growth,] [added: business,] financial condition, results of operations and cash flows may be adversely affected.

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 [added: business,] financial condition, results of operations and cash flows.

As of December 31, [removed: 2024,] [added: 2025,] Houston Electric provided electric delivery service to approximately 67 REPs.

Adverse conditions, including, but not limited to, the February 2021 Winter Storm Event or other extreme weather (which may result in abnormal power prices), structural problems in the market served by ERCOT, the impact of [removed: pandemic] [added: public] health events or similar occurrences, mismanagement by the REPs, inflation or financial difficulties of one or more REPs, have and may in the future impair the ability of these REPs to pay for Houston Electric’s services or cause them to delay such payments.

A significant portion of Houston Electric’s billed receivables from REPs are due from affiliates of NRG and Vistra Energy Corp. Houston Electric’s aggregate billed receivables balance from REPs as of December 31, [removed: 2024] [added: 2025] was [removed: $263] [added: $279] million.

Approximately 37% and [removed: 21%] [added: 23%] of this amount was owed by affiliates of NRG and Vistra Energy Corp., respectively.

Any delay or default in payment by REPs could adversely affect Houston Electric’s [added: business,] financial condition, results of operations and cash flows.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] as authorized by the PUCT, CenterPoint Energy and Houston Electric [removed: recorded] [added: had] a regulatory asset of [removed: $8] [added: $7] million [added: and $8 million, respectively] for bad debt expenses resulting from REPs’ defaults on their obligations to pay delivery charges to Houston Electric, net of [removed: collateral.][added: collateral and recovery in rates.]

See “— Rate regulation of [added: the] Registrants’ [removed: Electric] [added: electric] ...” For further information on certain of Houston Electric’s ongoing regulatory proceedings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report.

Houston Electric’s use of TEEEF is subject to various risks, [removed: including failure to obtain and deploy sufficient TEEEF resources,] 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.

ERCOT and MISO have in the past and may in the future issue directives requiring members to implement controlled outages as a result of an emergency or reliability issues.

CenterPoint Energy received various claims and lawsuits with respect to the February 2021 Winter Storm Event, alleging, among other things, wrongful death, personal injury, property damage and other injuries and damages.

Indiana Electric’s

Although CenterPoint Energy currently maintains property and casualty insurance, this insurance is limited in scope and subject to exceptions, conditions and coverage limitations and may not cover the costs associated with potential hazards incident to Houston Electric and Indiana Electric’s businesses, and there is no guarantee that the insurance that CenterPoint Energy currently maintains will continue to be available at rates we believe are reasonable.

For example, while Indiana Electric’s 2025 IRP (similar to previous IRPs) preferred portfolios included the retirement of F.B. Culley Unit 2, a coal-fired generation unit, by the end of 2025, the U.S. Department of Energy issued emergency order 202(c) in December 2025 directing Indiana Electric to continue operating the unit through March 23, 2026.

For example, while Indiana

Electric’s 2022/2023 IRP recommended the conversion of F.B. Culley Unit 3 from coal to natural gas by 2027, the 2025 IRP re-evaluated this conversion in light of customer affordability concerns, among other things, and deferred the decision regarding F.B. Culley Unit 3’s replacement to a future IRP.

For example, due to shifting market dynamics, changing project considerations such as substantial delays in commercial operation dates (due in part to MISO interconnection delays), cost increases and concerns about customer affordability, Indiana Electric terminated several wind and solar projects in 2025.

In 2023, the Texas legislature amended the law to allow wider use of TEEEF, and in response, Houston Electric has entered into contractual arrangements to facilitate access to small (200 kW to 1,250 kW) TEEEF units; the small TEEEF units represent approximately 4% of the MWs of Houston Electric’s total portfolio of TEEEF assets.

In 2025, following the passage of the TEEEF Rule, Houston Electric requested from the PUCT preapproval to lease small TEEEF units for a three-year term.

These proceedings remain ongoing and, until PUCT preapproval is received, Houston Electric plans to maintain the current contractual arrangement providing access to the small TEEEF units on a month-to-month basis.

Additionally, in June 2025, the law was further amended to provide that, effective on or after the date of the amendment’s passage, TDUs may only enter into, renew or extend leases for TEEEF units with a maximum generation capacity of five or fewer MW and that are rapidly deployable.

Additionally, as further described below, the large TEEEF units (which represent approximately 91% of the MWs of Houston Electric’s total portfolio of TEEEF assets as of December 31, 2025) were released to the greater San Antonio region as of June 2025 for a contractual term through March 2027 unless terminated earlier in accordance with the provisions of the ERCOT Transaction, and Houston Electric has proposed releasing the medium TEEEF units (which represent approximately 5% of the MWs of Houston Electric’s total portfolio of TEEEF assets as of December 31, 2025).

In June 2025, Houston Electric entered into the ERCOT Transaction, subject to PUCT approval, to release its large TEEEF units to ERCOT at CPS Energy facilities to serve the greater San Antonio region until March 2027 unless terminated earlier pursuant to the provisions of the ERCOT Transaction, reduce its TEEEF fleet capacity and reduce its rates to reflect the removal of the large TEEEF units from its fleet.

Further, in November 2025, Houston Electric proposed to release its medium TEEEF units from its TEEEF fleet and remove the associated lease costs from its rates.

Houston Electric also anticipates entering into and receiving revenue from future transactions involving its medium TEEEF units.

There can be no assurance that the PUCT will approve the ERCOT Transaction and Houston Electric’s proposal to release its medium TEEEF units.

Suitable future transactions may not be available on terms and conditions we find acceptable, or the expected benefits of Houston Electric’s release of its large and medium TEEEF units

The regional and other markets in which we purchase natural gas are competitive and can be subject to significant pricing volatility as a result of many factors, including inflation, adverse weather conditions, supply and demand changes, availability of competitively priced alternative energy sources, political and geopolitical instability, commodity production levels and storage capacity, energy and environmental legislation and regulations and economic and financial market conditions.

The natural gas market has been, and may continue to be, volatile due to growing domestic demand, increased natural gas exports, weather and other factors.

For example, Houston Electric is currently seeking to recover system restoration costs associated with Hurricane Beryl and certain other significant storms through the issuance and sale of non-recourse system restoration bonds.

The issuance of system restoration bonds or securitization bonds may be delayed due to regulatory or other actions outside of our control.

For example, concerns about customer affordability could cause regulators to approve lesser amounts in ratemaking or cost recovery proceedings.

From time to time, reviews and investigations

New legislation could be adopted in any of the states in which we operate that could alter the regulatory framework and prevent us from getting timely recovery of our costs and investments.

We are also affected by the actions of numerous advocacy groups, and success by any such groups in directly or indirectly influencing legislators and regulators could have a material adverse effect on our business, financial condition, results of operations and cash flows.

To the extent the regulatory process does not allow the Registrants to make a full and timely recovery of appropriate costs, their businesses, financial condition, results of operations and cash flows could be adversely affected.

The regulated utility businesses, and the energy industry as a whole, have experienced a period of rising costs and investments and an upward trend in spending, especially with respect to infrastructure investments (including those that have already been approved by a regulator).

For example, Houston Electric’s SRP, which was approved by the PUCT in November 2025, includes twenty-seven resiliency measures totaling approximately $2.68 billion in capital investments and an estimated $185 million in operations and maintenance expense.

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 managing ongoing, and planning future, significant capital projects relating to, among other things, improvements to our electric and natural gas transmission and distribution infrastructure.

The execution of our capital projects, including those within our 10-year capital plan, may not be completed in accordance with current expectations or produce the desired results.

Our ability to execute and complete our capital projects, including Houston Electric’s proposed 765 kV and other transmission projects, in a timely and cost-effective manner and within budget is contingent upon many variables and subject to substantial risks.

These variables and risks include, but are not limited to, availability of and costs for materials, equipment, commodities and qualified labor; cost and availability of financing; cost of regulatory compliance; economic and market conditions; regulatory approvals, licensing and permitting; land and easement acquisition (including requirements and constraints relating to eminent domain); regulatory, political, public and community relations risks (including in relation to customer affordability concerns); tax law; our ability to capitalize on business opportunities and such opportunities providing desirable rates of return; load growth (including our forecasts thereof) and our ability to capitalize on opportunities relating thereto; safety and environmental requirements; the ability of third parties to provide timely and satisfactory performance under their contracts; delays and cost increases; and supply chains and material constraints.

Certain events that may be beyond our control may occur that materially affect the schedule, cost and performance of these projects, including Houston Electric’s proposed 765 kV and other transmission projects.

These events may relate to facing public and policymaker opposition to the projects or the real or perceived cost of such projects; delays in obtaining permits; challenges in securing sufficient land/easements for projects (including challenges to our use of eminent domain); shortages in materials and qualified labor; third parties not performing as expected or required under their contracts and/or experiencing financial problems that inhibit their ability to fulfill their obligations under contracts; supply chain delays or disruptions; changes in the scope and timing of projects; strikes; and adverse weather conditions.

For example, our failure to capitalize on the opportunities presented by these developments or potential large load customers delaying or cancelling their planned projects could lead to delays or the cancellation of the projects

included in our 10-year capital plan.

Additionally, regulators may investigate the prudence of costs in our rates and examine, among other things, the reasonableness or prudence of our level of expenditures (including costs associated with our capital projects).

If we do not execute or complete our capital projects, including those within our 10-year capital plan, in accordance with current expectations or if our capital plan does not produce the desired results, our business, financial condition, results of operations and cash flows could be materially affected.

The amount of electricity generated by the state’s power generation companies was insufficient to meet the amount demanded by customers.

In 2021 and part of 2022, Indiana Electric experienced coal supply shortages due to labor shortages that the coal industry experienced.

See “— Disruptions to the global supply...” As Indiana Electric continues its generation transition and more renewable energy sources come online, Indiana Electric’s generating facilities may experience unanticipated disruptions as a result of renewable supply shortages, including, but not limited to, adverse weather such as cloudy or windless days.

interruptions, contamination, remediation, explosions, fires, chemical spills, discharges or releases of toxic or hazardous substances, and other environmental risks.

Houston Electric and Indiana Electric maintain property and casualty insurance but are not fully insured against all potential hazards incident to their businesses.

Recent IRPs have demonstrated Indiana Electric can most cost effectively serve its customers by transitioning its generation fleet to a wider mix of resources, including renewables.

Indiana Electric is continuing its plan to transition generation resources away from coal-fired generation to a more sustainable portfolio of resources, including renewables.

For example, in January 2025, President Trump signed executive orders that, among other things, temporarily halted certain federal government agencies from issuing approvals, permits and loans for onshore wind projects pending the completion of certain assessments and reviews, and pause the disbursement of funds appropriated through the IRA and the Infrastructure Investments and Jobs Act.

As an additional example, the developers of a 130 MW Pike County Solar project informed Indiana Electric that, due to delays in the MISO interconnection queue and inflationary pressures, costs exceeded the agreed upon levels in the BTA.

After negotiations, Indiana Electric and the developer were not able to agree upon updated pricing.

As a result, on March 15, 2024, Indiana Electric provided notice to the IURC that it was exercising its right to terminate the BTA.

Further, tariffs, as well as any new legislation, tariffs, bans, potential retaliatory trade measures taken against the United States or related governmental action, could adversely affect our ability to develop and construct new generation, including our ability to procure the resources needed for such development and construction.

For example, on February 6, 2025, the EPC contractor for Indiana Electric’s proposed natural gas combustion turbines provided a notice to Indiana Electric that the EPC contractor was identifying the impacts of the proposed tariffs on the project and intended to seek an equitable adjustment to the contract price for the project.

For additional information, see “— Disruptions to the global supply...” Furthermore, we have begun to acquire and/or develop additional solar and wind facilities as part of our capital plan.

However, we have not yet entered into definitive agreements with developers for the acquisition and/or development of all of the additional projects, and we face significant competition with other bidders for a limited number of such generation facilities that developers plan to construct and for solar panels.

For additional information, see “— Increases in the cost or reduction in supply ...” The number of available projects is further limited by the MISO interconnection queue due to potential interconnection costs that may render projects infeasible.

As a result, suitable generation facility project candidates or resources necessary to construct such projects may not be available on terms and conditions we find acceptable, or the expected benefits of a completed facility may not be realized fully or at all, or may not be realized in the anticipated timeframe.

We are currently recording the amounts owed by these REPs as a regulatory asset for bad debt expenses, which is subject to a reasonableness review by the PUCT in our current base rate case.

There is no guarantee that we will be able to recover any or all of the regulatory asset in our next base rate case.

In 2023, the Texas legislature amended the law to allow wider use of TEEEF, including in response to a significant power outage affecting a significant number of distribution customers that has lasted or is expected to last for at least six hours, affecting distribution customers in an area for

which the governor has issued a disaster or emergency declaration, affecting distribution customers served by a radial transmission or distribution facility that creates a risk to public health or safety and that has lasted or is expected to last for at least 12 hours, or creating a risk to public health or safety because it affects a critical infrastructure facility that serves the public.

Pursuant to the amendment, the Texas Division of Emergency Management, ERCOT, or the executive director of the PUCT may also determine that a power outage other than one described above is a significant power outage for purposes of use of TEEEF.

In response to this amendment, Houston Electric entered into additional leases for small 200-kilowatt to one MW TEEEF.

Texas Lieutenant Governor Patrick has publicly urged the PUCT to hold Houston Electric, rather than ratepayers, responsible for paying approximately $800 million, which, as detailed below, was the amount the PUCT had previously approved Houston Electric to recover from ratepayers relating to Houston Electric’s leasing of TEEEF.

Additionally, legislation has been proposed in Texas to, among other things, require the PUCT to review TEEEF leased by TDUs, disallow any leases that do not conform to the terms of the proposed legislation (which include, among other things, requirements relating to the speed with which TEEEF may be deployed), disallow recovery of costs associated with such disallowed leases, and implement a process to refund ratepayers the charges paid for the leasing of certain TEEEF.

On August 12, 2024, Texas Attorney General Ken Paxton opened an investigation to evaluate CenterPoint Energy’s conduct during Hurricane Beryl, including with respect to its TEEEF resources.

For further information, see “— Hurricane Beryl caused severe disruptions...,” “— We are involved in numerous legal proceedings...” and “— Our insurance coverage may not...”

In April 2023, the PUCT approved revenue recovery of $39 million of TEEEF costs incurred in 2021, and in October 2023, an agreement with intervenors was reached with respect to Houston Electric’s second TEEEF filing for revenue recovery of $153 million ($114 million incremental to the prior filing) of TEEEF costs incurred through December 31, 2022, and the agreement was approved by PUCT in February 2024.

On September 11, 2024, the TCA filed a complaint with the PUCT requesting that the PUCT modify its rulings with respect to its prior decisions related to the TEEEF filings made in 2022 and 2023.

On October 2, 2024, Houston Electric filed a response to the TCA complaint and requested that the complaint be dismissed due to the principles of res judicata and collateral estoppel.

On October 8, 2024, TCA supplemented its complaint, and on October 9, 2024, PUCT staff filed a statement of position stating that Houston Electric’s response provided a strong argument for dismissal of the complaint, but also stating that it would be prudent to have a thorough legal argument from TCA.

On October 10, 2024, PUCT issued Order No. 2 finding the TCA complaint insufficient and

requiring supplemental information or amendment from TCA by October 24, 2024; TCA filed supplemental information on October 24, 2024 and indicated it was prepared to submit supplemental evidence, but only in camera.

On October 25, 2024, PUCT issued Order No. 3 in which TCA’s request for confidentiality with regard to its membership information was appropriate; Order No. 3 entered a protective order to govern the use of confidential materials in this docket.

On November 13, 2024 TCA responded to Order No. 3 and repeated its offer to submit membership information in camera which the ALJ considered to be a motion for rehearing.

On November 14, 2024, PUCT issued Order No. 4 which denied the motion to reconsider and extended the prior deadline to file supplemental information to December 13, 2024.

On December 16, 2024, PUCT issued Order No. 5 granting waiver of the requirement for informal disposition and soliciting PUCT staff recommendation by January 16, 2025.

On January 16, 2025, PUCT staff filed a supplemental recommendation recommending that TCA had not met the requirement to first present its complaint to the City of Houston prior to presenting it to the PUCT.

On January 17, 2025 the case was abated until February 28, 2025 to enable TCA to present its complaint to the City of Houston.

For example, on August 28, 2024, Houston Electric announced its proposal to forego approximately $110 million of profit related to its storm hardening and TEEEF efforts, which would be represented in part by Houston Electric not filing, beginning in 2028, for approximately $40 million in anticipated equity profit associated with Load Shed orientated TEEEF leased by Houston Electric through the remaining regulatory life of the leases in 2032 as new dispatchable generation is likely to come online in the state of Texas as a result of the Texas Energy Fund.

In this combined Form 10-K, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries, including Houston Electric and CERC, unless [removed: stated otherwise.][added: otherwise stated.]

No [removed: registrant] [added: Registrant] makes any [removed: representations] [added: representation] as to the information [removed: related solely] [added: relating] to [removed: CenterPoint Energy, Inc.] [added: the other Registrants] or the subsidiaries of CenterPoint Energy, Inc. other than [removed: itself.*][added: itself or its subsidiaries.*]

CERC Corp. is an indirect, wholly-owned subsidiary of CenterPoint Energy, which (i) directly owns and operates natural gas distribution systems in [removed: Louisiana, Minnesota, Mississippi] [added: Minnesota] and Texas, (ii) indirectly, through Indiana Gas and CEOH, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP.

On [removed: February 19, 2024,] [added: October 20, 2025,] CenterPoint Energy, through its subsidiary CERC Corp., entered into the [removed: LAMS Asset] [added: Ohio Securities] Purchase Agreement to sell [removed: its Louisiana] [added: all of the issued] and [removed: Mississippi natural gas LDC businesses.][added: outstanding equity interests in CEOH.]

Below is a summary of CenterPoint Energy’s reportable segments as of December 31, [removed: 2024.][added: 2025.]

For a detailed description of [added: each reportable segment, as well as] the assets included in each [removed: reporting] [added: reportable] segment, see Part I, Item 1.

- The Natural Gas reportable segment [removed: includes] [added: consisted of] (i) intrastate natural gas sales to, and natural gas transportation and distribution [removed: for] [added: for,] residential, commercial and industrial customers in Indiana, [removed: Louisiana,] Minnesota, [removed: Mississippi,] Ohio and Texas; (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; [removed: and] (iii) [removed: home] [added: residential] appliance [removed: maintenance and] repair [added: and maintenance] services [added: along with HVAC equipment sales] to customers in [removed: Minnesota] [added: Minnesota;] and [added: (iv)] home repair protection plans to natural gas customers in Indiana, [removed: Mississippi,] Ohio and Texas through a third party.

- The Corporate and Other reportable segment [removed: includes] [added: consisted of] (i) energy performance contracting and sustainable infrastructure services by Energy Systems Group through June 30, 2023, the date of the sale of Energy Systems Group; (ii) corporate [added: support] operations that support [removed: the business operations] [added: all] of CenterPoint [removed: Energy;] [added: Energy’s business operations;] and (iii) office buildings and other real estate used for business operations.

We are an energy delivery company with electric [removed: transmission] [added: transmission, distribution] and [removed: distribution, power generation,] [added: generation operations] and natural gas distribution operations that serve more than seven million metered customers across [removed: six jurisdictions.][added: four states.]

We continue to execute on our strategic goals for our businesses [removed: which] [added: that] were set in [removed: 2021.][added: September 2025.]

[removed: See] [added: For further information, see] Note [removed: 16] [added: 20] to the consolidated financial [removed: statements for further details.][added: statements.]

Pursuant to this business strategy and in light of the nature of our businesses, significant [removed: amounts of] capital [removed: investment] [added: investments] are reflected in our [removed: current] [added: new] 10-year capital [removed: plan, which has increased to nearly $47.5 billion through 2030.][added: plan.]

These investments are not only intended to meet our customers’ current needs, but are also in anticipation [removed: for further] [added: of future] organic growth [removed: and load growth] from [removed: increased electrification in our service territories.][added: a diverse set of economic drivers.]

To fund these capital investments, we rely on internally-generated cash, borrowings under our credit facilities, proceeds from commercial paper, cash proceeds from strategic transactions (such as [removed: the divestitures of] our [removed: Arkansas and Oklahoma LDC businesses in 2022, our] Energy Systems Group divestiture in [removed: 2023 and] [added: 2023,] the [removed: proposed] sale of our Louisiana and Mississippi natural gas LDC [removed: businesses,] [added: businesses in 2025 and the announced sale of our Ohio natural gas LDC business,] which is expected to close in the [removed: first] [added: fourth] quarter of [removed: 2025),] [added: 2026)] and issuances of equity and debt [added: securities] in the capital markets, including the issuance of non-recourse [removed: securitization] [added: system restoration] bonds at Houston Electric [removed: related] to [added: recover] costs incurred [added: primarily] during the year ended December 31, 2024 due to the May 2024 Storm [removed: Events and] [added: Events, as well as] Hurricane [removed: Beryl.][added: Beryl and other significant storms.]

We strive to maintain investment grade ratings for our [added: debt] securities to access the capital markets on terms we consider reasonable.

A reduction in our ratings generally would [added: result in an] increase [added: in] our borrowing costs for new issuances of debt, as well as borrowing costs under our existing revolving credit facilities, and may prevent us from accessing the commercial paper markets.

Disruptions in the financial markets along with high or rising interest rates can also affect the availability of [removed: new capital] [added: external financing] on terms we consider attractive.

[removed: In accordance with applicable regulations,] [added: As noted above,] we are making, and [removed: will] [added: plan to] continue to make, significant capital investments in our service territories under our [added: 10-year] capital plan to help operate and maintain safer, more reliable and growing electric and natural gas [removed: systems.][added: systems and support the electric demand growth that management is forecasting over the next decade.]

[removed: While greater than 80%] [added: Additionally, approximately 85%] of CenterPoint Energy’s projected consolidated investments are expected to be recovered through interim capital recovery trackers or rate cases based on a forward test [removed: year, the balance is expected to be recovered through base rate cases.][added: year.]

To assess our financial performance, our management primarily monitors the recovery of costs and return on investments by [removed: the evaluation of] [added: evaluating] net income and capital expenditures, among other [removed: things,] [added: metrics,] from our regulated service territories within our reportable segments.

Within these broader financial measures, we monitor margins, natural gas and fuel costs, interest expense, capital spend, working capital [removed: requirements,] [added: requirements] and operation and maintenance [removed: expense.][added: expense, among other significant metrics.]

In addition to these financial measures, we also monitor a number of variables that management considers important to gauge the performance of our reportable segments, including the number of customers, throughput, commodity prices, heating and cooling degree days, [removed: environmental impacts,] safety factors, system reliability and customer satisfaction.

CenterPoint Energy and CERC have weather normalization or other rate mechanisms that largely mitigate the impact of weather on [removed: Natural Gas] [added: their natural gas distribution businesses] in Indiana, [removed: Louisiana, Mississippi,] Minnesota and Ohio, as applicable.

CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] in Texas and CenterPoint Energy’s electric operations in Texas and Indiana do not have such [removed: mechanisms, although fixed customer charges are historically higher in Texas for Natural Gas compared to its other jurisdictions.][added: mechanisms.]

As a result, fluctuations from normal weather may have a positive or negative effect on CenterPoint Energy’s and CERC’s [removed: Natural Gas’] [added: natural gas distribution business’] results in Texas and on CenterPoint Energy’s electric operations’ results in its Texas and Indiana service territories.

[removed: Adverse] [added: Nevertheless, this expected growth may be partially offset by adverse] economic conditions, coupled with concerns for protecting the environment and increased availability of alternate energy sources, [added: which] may cause consumers to use less energy or avoid expansions of their facilities, including natural gas [removed: facilities, resulting in less demand for our services.][added: facilities.]

Long-term national trends indicate residential customers have reduced their energy consumption, which could adversely affect [removed: our results.]

To the extent population growth is affected by lower energy prices and there is financial pressure on some of our customers who operate within the energy industry, there may be an impact on the growth rate of our customer base and overall [removed: demand.][added: demand for our services.]

[removed: Management] [added: Additionally, management] expects residential meter growth for Houston Electric to remain in line with [removed: long term] [added: long-term] trends at approximately [removed: 2%.][added: 2% annually.]

[added: “Risk Factors — General and Other Risks — We are exposed to risks related to changes in demand and energy consumption...”] Typical customer growth in the jurisdictions served by the Natural Gas reportable segment is approximately [removed: 1%.][added: 1% annually.]

Management expects residential meter growth for CERC to remain in line with [removed: long term] [added: long-term] trends at approximately [removed: 1%.][added: 1% annually.]

Further, the global supply chain has experienced [added: and may continue to experience] significant disruptions due to a multitude of factors, such as geopolitical and economic uncertainty, regulatory and [removed: political] [added: policy] instability, [removed: import] tariffs and [added: other changes in U.S. and foreign] trade [removed: agreements,] [added: policy, changes in laws (including tax laws), executive orders,] labor shortages, resource availability, long lead times, manufacturer production limitations, delivery delays, [removed: inflation and] [added: inflation,] severe weather [removed: events.][added: events and disruptions to internal or international shipping, including as a result of armed conflicts.]

[removed: Like] [added: These macroeconomic and geopolitical developments have adversely impacted the utility industry, and like] many of our peers, we have experienced disruptions to our supply chain, as well as increased [removed: prices,] [added: prices] and [added: scarcity of resources and labor, and we] may continue to experience [removed: such disruptions] [added: this] in the future.

For [removed: more] [added: additional] information, see Note [removed: 14] [added: 7] to the consolidated financial statements.

Following feedback from customers, external experts and other stakeholders, including elected officials and local agencies, Houston Electric filed [removed: the] [added: a revised] SRP with the PUCT on January 31, [removed: 2025, which proposes investing approximately $5.75 billion over a three-year period] [added: 2025] for [removed: transmission and distribution infrastructure, information technology and cybersecurity assets,] [added: review] and [removed: event response capability.][added: approval.]

For [removed: more] [added: further] information, see Note [removed: 7, 12 and 14] [added: 7] to the consolidated financial [removed: statements and “Liquidity and Capital Resources” below.][added: statements.]

For further information, see Note [removed: 11] [added: 4] to the consolidated financial statements.

The transaction is not subject to a financing condition and is expected to close [removed: by the end of] [added: in] the [removed: first] [added: fourth] quarter of [removed: 2025,] [added: 2026,] subject to satisfaction of customary closing conditions.

[removed: The Louisiana and Mississippi natural gas LDC businesses are] [added: CEOH is] reflected in CenterPoint Energy’s Natural Gas reportable segment and CERC’s single reportable segment, as applicable.

[removed: Regulatory Proceedings.] For [removed: further information,] [added: information about TEEEF,] see Note 7 to the consolidated financial statements.

The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

Business and Item 2.

Properties.

- The Electric reportable segment consisted of electric transmission and distribution services in the Texas Gulf Coast area in the ERCOT region and electric transmission and distribution services primarily to southwestern Indiana and includes power generation and wholesale power operations in the MISO region.

The Louisiana and Mississippi natural gas LDC businesses were included in the Natural Gas reportable segment through March 31, 2025.

See Note 4 for additional detail.

In September 2025, we announced our new 10-year capital plan to invest $65 billion from 2026 through 2035, inclusive of a $2 billion increase in previously planned capital expenditures through 2030, and in February 2026, we announced an additional increase to reflect total expenditures of approximately $65.5 billion.

Our 10-year capital plan is intended to advance economic

growth, improve the experience of our customers through enhancing the safety, reliability and resiliency of our systems and deliver consistent value for stakeholders across the jurisdictions in which we operate.

This organic growth is anticipated to result in rapid load growth in our service territories (as further discussed below).

Approximately 85% of our rate base has been subject to a rate case since the beginning of 2023, which supports clarity and stability through 2029 with final orders improving enterprise weighted average returns on equity.

Management anticipates significant growth in electric demand over the next decade, especially in our Houston Electric territory where we forecast a nearly 50% increase in peak electric load demand to over 30 GW by 2029 and the demand nearly doubling by the mid 2030s, as compared to 2024.

It is expected that the significant forecasted growth in this service territory will be driven by a diverse set of economic drivers, including data centers, energy refining and exports, advanced manufacturing and logistics.

Management additionally believes that there are increased electric demand opportunities in our Indiana Electric jurisdiction; accordingly, Indiana Electric’s 2025 IRP included a large load scenario with a corresponding alternative preferred portfolio.

As discussed above, a significant portion of the planned investments in our new 10-year capital plan are intended to support this growth.

There is significant uncertainty with respect to the forecasted load growth and our ability to capitalize on the opportunities presented by these developments.

our results.

Macroeconomic and geopolitical developments, including high rates of inflation, supply chain disruptions, labor market constraints, tariffs, high interest rates, general economic slowdown and escalating global conflicts can impact our business, financial condition, results of operations and cash flow, including adversely impacting our ability to execute on our 10-year capital plan.

Inflation and high interest rates have contributed, and may continue to contribute, to increased prices for materials and services experienced by us and other companies in our industry.

We have also faced, and may continue to face, a shortage of experienced and qualified personnel in certain positions, which has resulted in increased competition for skilled labor and wage inflation.

Additionally, increased demand for materials necessary for our business has resulted, and may continue to result, in greater competition for and scarcity of such materials.

In 2025 and 2026, the U.S. government threatened, announced and, in certain cases, rescinded, tariffs on several foreign jurisdictions and imports (including steel) into the United States, which led, and may continue to lead, to the imposition of retaliatory tariffs and other measures taken by foreign jurisdictions.

There is significant uncertainty as to the scope and durability of existing and future tariff measures, as well as the ultimate effects of the tariffs on economic conditions.

These developments have impacted our financial results for the year ended December 31, 2025.

We have taken actions across multiple vectors to reduce the impact of such developments on our results of operations, but if such conditions continue, they could negatively impact our ability to procure materials, supplies (such as natural gas) or services necessary for our business and 10-year capital plan at a reasonable cost in a timely manner, result in project cancellations or scope changes, delays, cost overruns, and under-recovery of costs and challenges to our ability to remain in compliance with applicable laws, regulations and policies, which could adversely affect our business, financial condition, results of operations and cash flows.

“Risk Factors — Risk Factors Affecting Financial, Economic and Market Risks — Disruptions to the global supply chain...” and “— Changes in U.S. or foreign trade policies.”

The utility industry has experienced a period of rising costs and investments and an upward trend in spending, especially with respect to infrastructure investments.

Rising costs and investments and the upward trend in spending are likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms.

Increased rates and impacts on customer bills or the perceived potential for such impacts, particularly in the current economic environment, has caused and could continue to cause customer affordability concerns, resistance from customers and other stakeholders and increased political, regulatory, community and other scrutiny and pressures.

For example, in consideration of customer affordability concerns, Indiana Electric cancelled nearly $1 billion in renewable energy generation projects in 2025.

These matters could impact our ability to execute our 10-year capital plan, result in adverse ratemaking and cost recovery determinations, increased financing needs and otherwise adversely affect our business, financial condition, results of operations and cash flows.

“Risk Factors.”

Updated 10-Year Capital Plan. On September 29, 2025, CenterPoint Energy announced a new 10-year capital plan to invest $65 billion from 2026 through 2035, inclusive of a $2 billion increase in previously planned capital expenditures through 2030.

On February 19, 2026, CenterPoint Energy announced an additional increase of $500 million to reflect total capital expenditures of approximately $65.5 billion through 2035.

The plan is expected to advance economic growth, enhance the experience of the Registrants’ customers and deliver consistent value for stakeholders across the Registrants’ jurisdictions.

Treasury Notice 2026-7. On February 18, 2026, Treasury Notice 2026-7 was issued.

This notice clarifies the computation of AFSI by including an adjustment to deduct certain repair and maintenance costs that are capitalized in the applicable financial statement.

While CenterPoint Energy is still evaluating this guidance, it expects a prospective reduction to its annual CAMT liability.

Additionally, CenterPoint Energy expects to be able to amend prior year tax returns to claim a refund of CAMT paid.

TEEEF. In June 2025, Houston Electric entered into the ERCOT Transaction, subject to PUCT approval, to release its 15 large (27 MW to 32 MW) TEEEF units to ERCOT at CPS Energy facilities to serve the greater San Antonio region until March 2027 unless terminated earlier pursuant to the provisions of the ERCOT Transaction, reduce its TEEEF fleet capacity and reduce its rates to reflect removal of the large TEEEF units from its fleet.

The transaction is expected to close in the first quarter of 2025.

Business.

- The Electric reportable segment includes electric transmission and distribution services that are subject to rate regulation in Houston Electric’s and Indiana Electric’s service territories, as well as the impacts of generation-related stranded costs and other true-up balances recoverable by the regulated electric utility and energy delivery services to electric customers and electric generation assets to serve electric customers and optimize those assets in the wholesale power market in Indiana Electric’s service territory.

These include our ten-year capital plan from 2021 through 2030, a focus on targeting controllable operations and maintenance savings for the benefit of our customers, prudent capital funding including divestitures of non-core assets, and net zero and GHG emissions reduction goals.

Our focus continues to be on the growth of our regulated utility businesses including our electric and gas utility operations, which comprise over 95% of our earnings for the year ended December 31, 2024.

These investments include a focus on additional system resiliency, reliability, and grid modernization.

The regulation of electric transmission, distribution and generation facilities as well as natural gas pipelines and related facilities by federal and state regulatory agencies affects our businesses.

The current economic environment (e.g., sustained higher interest rates and higher relative levels of inflation in the United States) discussed further below could result in heightened regulatory scrutiny as these regulatory agencies seek to reduce the financial impact of utility bills on customers.

Indiana Electric filed a rate case during 2023, and Houston Electric and CERC’s Ohio jurisdiction filed rate cases in 2024.

The outcome of these base rate proceedings will determine, among other things, the ability to recover certain capital

investments within those jurisdictions.

The outcome of these base rate proceedings is uncertain and may be impacted by the current economic environment.

CERC’s Texas and Minnesota gas jurisdictions filed rate cases in 2023, which were settled in 2024.

Each state has a unique economy and is driven by different industrial sectors.

Our largest customers reflect the diversity in industries in the states across our footprint.

For example, Houston Electric is largely concentrated in Houston, a diverse economy where a higher percentage of employment is tied to the energy sector relative to other regions of the country.

Although the Houston area represents a large part of our customer base, we have a diverse customer base throughout the various states our utility businesses serve.

In Minnesota, for instance, education and health services are the state’s largest sectors.

Indiana and Ohio are impacted by changes in the Midwest economy in general and changes in particular industries concentrated in the Midwest such as automotive, feed and grain processing.

Some industries are driven by population growth like education and health care, while others may be influenced by strength in the national or international economy.

Management additionally anticipates significant increased electric load growth demand in our Houston Electric service territory, including in relation to the expected expansion of data centers, energy export facilities, including hydrogen facilities, electrification of industrial processes and transport and logistics.

Inflation and high interest rates and a recessionary environment could potentially adversely impact CenterPoint Energy’s ability to execute on its 10-year capital plan.

The inability to execute on our capital plan may result in lost future revenues for CenterPoint Energy.

Additionally, these economic conditions may affect customers’ ability to pay their utility bills which may preclude our ability to collect balances due from such customers.

These disruptions have adversely impacted the utility industry.

For example, President Trump has expressed a desire to impose substantial new or increased tariffs, and in February 2025, imposed tariffs on several countries and certain imports into the United States.

These tariffs, as well as any new legislation, tariffs, bans, potential retaliatory trade measures taken against the United States or related governmental action, could increase or cause volatility in the cost of and negatively impact our ability to procure materials, supplies (such as natural gas) or services necessary for our business and capital plan, lead to scarcity of resources and labor necessary for our business and capital plan, further extend lead time or otherwise negatively impact the supply chain and our ability to timely execute our capital plan.

To the extent adverse economic conditions, including supply chain disruptions, affect our suppliers and customers as well as our ability to meet our capital plan and generation transition plan, including with respect to developing and constructing new generation facilities at the cost and scale and on the timelines that we anticipate, results from our energy delivery businesses may suffer.

Further, in response to concerns for protecting the environment, we have strived to take a leading stance in the transition to safer and cleaner energy by being the first combined electric and natural gas utility with regulated generation assets to adopt net zero for its Scope 1 and certain Scope 2 emissions by 2035 goals.

In addition, we set a Scope 3 emission reduction goal across our multi-state footprint by committing to help our residential and commercial customers reduce GHG emissions attributable to their end use of natural gas by 20% to 30% by 2035 from a 2021 baseline.

Our capital plan supports these goals.

For more information regarding CenterPoint Energy’s net zero and GHG emissions reduction goals and the risks associated with them, see Part I, Item 1A.

“Risk Factors — Risk Factors Affecting Regulatory, Environmental and Legal Risks — CenterPoint Energy is subject to operational and financial risks...”

May 2024 Storm Events and Hurricane Beryl. Houston Electric’s service territory experienced sudden and destructive severe weather events in May 2024 that included hurricane-like winds and tornadoes.

Subsequently, on July 8, 2024, Hurricane Beryl made landfall in Texas, bringing sustained winds, storm surges and torrential rain into Houston Electric’s service territory.

The May 2024 Storm Events and Hurricane Beryl caused significant damage to Houston Electric’s electric delivery system and resulted in electric service interruptions peaking at an estimated 922,000 customers and more than 2.1 million customers, respectively.

Various federal, state and local governmental and regulatory agencies and other entities, such as the Texas Governor’s office, the Texas legislature and the PUCT, have called for or are conducting inquiries and investigations into Hurricane Beryl, the efforts made by Houston Electric to prepare for, and respond to, this event, including the electric service outage issues, and the procurement of TEEEF.

Moreover, additional governmental and regulatory agencies and other entities may conduct such inquiries and investigations, as well.

On August 12, 2024, Texas Attorney General Ken Paxton opened an investigation to evaluate CenterPoint Energy’s conduct during Hurricane Beryl.

Texas Lieutenant Governor Patrick has publicly urged the PUCT to hold Houston Electric, rather than ratepayers, responsible for paying $800 million, which was the amount the PUCT had previously approved Houston Electric to recover from ratepayers pursuant to Texas legislation passed after the 2021 Winter Storm Event relating to emergency responsiveness and the leasing of temporary generation units.

As of December 31, [removed: 2024,] [added: 2025,] the Registrants had outstanding long-term debt and lease obligations and CenterPoint Energy had obligations under its ZENS that subject them to the risk of loss associated with movements in market interest rates.

CenterPoint Energy’s floating rate obligations aggregated $1.5 billion [removed: and $1.9 billion] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024, which consisted primarily of commercial paper outstanding and short-term borrowings at Houston Electric.]

If the floating interest rates were to increase by 100 basis points from [added: the floating interest rates at] December 31, [removed: 2024 rates,] [added: 2025,] CenterPoint Energy’s combined interest expense would increase by approximately $15 million annually.

Houston Electric’s floating rate obligations [removed: aggregated] [added: were] $500 million as of December 31, [added: 2025 and] 2024, which mature [removed: on December 24, 2025.][added: in the first quarter of 2026.]

CERC’s floating rate obligations aggregated [removed: $599] [added: $559] million and [removed: $484] [added: $599] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024, respectively, which consisted of commercial paper outstanding.]

If the floating interest rates were to increase by 100 basis points from December 31, [removed: 2024] [added: 2025] rates, CERC’s combined interest expense would increase by approximately $6 million annually.

CERC has no floating rate notes maturing in [removed: 2025.][added: 2026.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] CenterPoint Energy had outstanding fixed-rate debt (excluding indexed debt securities) aggregating [removed: $19.7] [added: $21.7] billion and [removed: $16.9] [added: $19.7] billion, respectively, in principal amount and having a fair value of [removed: $18.4] [added: $21.1] billion and [removed: $16.1] [added: $18.4] billion, respectively.

However, the fair value of these instruments would increase by approximately [removed: $792] [added: $800] million if interest rates were to decline by 10% from their levels as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Houston Electric had outstanding fixed-rate debt aggregating [removed: $8.4] [added: $9.7] billion and [removed: $7.7] [added: $8.4] billion, respectively, in principal amount and having a fair value of approximately [removed: $7.3] [added: $8.9] billion and [removed: $7] [added: $7.3] billion, respectively.

However, the fair value of these instruments would increase by approximately [removed: $398] [added: $400] million if interest rates were to decline by 10% from their levels as of December 31, [removed: 2024.][added: 2025.]

Houston Electric has [removed: no] [added: $300 million of] fixed-rate general mortgage bonds maturing in [removed: 2025.][added: 2026.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] CERC had outstanding fixed-rate debt aggregating [removed: $4.6] [added: $4.2] billion and [removed: $4.2] [added: $4.6] billion, respectively, in principal amount and having a fair value of [removed: $4.5] [added: $4.2] billion and [removed: $4.2] [added: $4.5] billion, respectively.

However, the fair value of these instruments would increase by approximately [removed: $160] [added: $120] million if interest rates were to decline by 10% from their levels at December 31, [removed: 2024.][added: 2025.]

CERC has [removed: $10] [added: $60] million fixed-rate senior notes maturing in [removed: 2025.][added: 2026.]

The debt component of [removed: $2] [added: less than $1] million at December 31, [removed: 2024] [added: 2025] was a fixed-rate obligation and, therefore, did not expose CenterPoint Energy to the risk of loss in earnings due to changes in market interest rates.

However, the fair value of the debt component would increase by less than $1 million if interest rates were to decline by 10% from levels at December 31, [removed: 2024.][added: 2025.]

Changes in the fair value of the derivative component, a [removed: $619] [added: $564] million recorded liability at December 31, [removed: 2024,] [added: 2025,] are recorded in CenterPoint Energy’s Statements of Consolidated Income and, therefore, it is exposed to changes in the fair value of the derivative component as a result of changes in the underlying risk-free interest rate.

[removed: If the risk-free interest rate were to increase by 10% from December 31, 2024 levels, the fair value of the] derivative component liability would decrease by [removed: approximately] [added: less than] $1 million, which would be recorded as a gain on indexed [added: debt] securities in CenterPoint Energy’s Statements of Consolidated Income.

A decrease of 10% from the December 31, [removed: 2024] [added: 2025] aggregate market value of these shares would result in a net loss of less than $1 million, which would be recorded on a gross basis as both a gain on indexed debt securities and as a loss on equity securities in CenterPoint Energy’s Statements of Consolidated Income.

CenterPoint Energy has $500 million of floating rate notes that mature in 2026.

If the floating interest rates were to increase by 100 basis points from the floating interest rates at December 31, 2025, Houston Electric’s combined interest expense would increase by approximately $5 million annually.

CenterPoint Energy has $517 million of fixed-rate senior notes, $1 billion of fixed-rate convertible senior notes, $300 million of fixed-rate Houston Electric general mortgage bonds and $60 million of fixed-rate CERC senior notes maturing in 2026.

If the risk-free interest rate were to increase by 10% from December 31, 2025 levels, the fair value of the

See Note 7 to the Interim Condensed Financial Statements.

Houston Electric had no floating rate notes as of December 31, 2023.

[removed: Each registrant] [added: No Registrant] makes [removed: no] [added: any] representation as to information relating [removed: exclusively] to the other [removed: registrants] [added: Registrants] or the subsidiaries of CenterPoint Energy, Inc. other than itself or its subsidiaries.

In this combined Form 10-K, the terms “our,” “we” and “us” are used as abbreviated references to CenterPoint Energy, Inc. together with its consolidated subsidiaries, including Houston Electric and CERC, unless [removed: stated otherwise.][added: otherwise stated.]

As of December 31, [removed: 2024,] [added: 2025,] CenterPoint Energy’s indirect, wholly-owned [added: operating] subsidiaries included:

[removed: Bond Company IV is a] [added: The consolidated VIEs are] wholly-owned, [removed: bankruptcy-remote entity] [added: bankruptcy-remote, special purpose entities that were] formed solely for the purpose of [removed: purchasing and owning] [added: securitizing] transition property [added: or system restoration property] through the issuance of [removed: Securitization Bonds;][added: transition bonds or system restoration bonds, and conducting activities incidental thereto.]

- CERC Corp., which (i) directly owns and operates natural gas distribution systems in [removed: Louisiana, Minnesota, Mississippi] [added: Minnesota] and Texas, (ii) indirectly, through Indiana Gas and CEOH, owns and operates natural gas distribution systems in Indiana and Ohio, respectively, and (iii) owns and operates permanent pipeline connections through interconnects with various interstate and intrastate pipeline companies through CEIP; and

As of December 31, [removed: 2024,] [added: 2025,] CenterPoint Energy’s reportable segments were Electric, Natural Gas and Corporate and Other.

On [removed: February 19, 2024,] [added: March 31, 2025,] CenterPoint Energy, through its subsidiary CERC Corp., [removed: entered into] [added: completed] the [removed: LAMS Asset Purchase Agreement to sell] [added: sale of] its Louisiana and Mississippi natural gas LDC businesses.

The Registrants’ principal executive offices are located at 1111 [removed: Louisiana,] [added: Louisiana Street,] Houston, Texas 77002 (telephone number: 713-207-1111).

[added: The SEC maintains an internet website] that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

- the charters of the Audit, [added: Corporate Governance and Nominating,] Human Capital and Compensation, [removed: Governance, Environmental] and [removed: Sustainability, and] Safety and Operations committees of our [removed: Board of Directors.][added: Board.]

Houston Electric does not make direct retail or wholesale sales of electric energy or own or operate any power generating facilities other than [removed: leased] TEEEF.

As allowed by a law enacted by the Texas legislature after the February 2021 Winter Storm Event and amended in 2023, Houston Electric [removed: is leasing] [added: has entered into contractual arrangements to facilitate access to] TEEEF [added: units, both on a long-term basis and, to a limited extent, on a month-to-month basis,] that can aid in restoring power to customers during certain significant power outages that are [added: impacting its distribution system.]

The Securitization Bonds [removed: issued by Bond Company IV were] [added: are] repaid through charges imposed on customers in Houston Electric’s service territory.

On October 15, 2024, [added: Transition] Bond Company IV repaid in full its last outstanding transition bonds at maturity.

For further discussion of the Securitization Bonds [removed: issued by Bond Company IV] and the outstanding balances as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] see Note 12 to the consolidated financial statements.

The table below reflects the number of REPs and metered customers in Houston Electric’s service area as of December 31, [removed: 2024:][added: 2025:]

In exchange for the payment of fees, these franchises give Houston Electric the right to use the streets and public rights-of-way of these municipalities to construct, operate and maintain its transmission and distribution system and to use that system to [added: conduct its electric delivery business and for other purposes that the franchises permit.]

The table below reflects the number of metered customers to whom Indiana Electric supplied electric service as of December 31, [removed: 2024:][added: 2025:]

Total load and the related reserve margin at the time of the system summer peak on [removed: August 29, 2024,] [added: June 25, 2025] is presented below in MW, except for reserve margin at peak:

| Total load at peak | | | [removed: 1,062] [added: 1,073] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Generating capability | | | [removed: 720] [added: 1,071] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase supply (effective capacity) (1) | | | [removed: 698] [added: 263] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interruptible contracts & direct load control | | | [removed: 15] [added: 14] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total power supply capacity | | | [removed: 1,433] [added: 1,348] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reserve margin at peak | | | [removed: 35] [added: 26] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The winter peak load for the [removed: 2023-2024] [added: 2024-2025] season of approximately [removed: 835] [added: 849] MW occurred on January [removed: 16, 2024.][added: 21, 2025.]

| Power Type | | | | | | Counterparty | | | | | | Location | | | | | | [removed: Expected] [added: Date in Service/Expected] Date in Service | | | | | | Capacity (MW) | | | | | | Term (in Years) | | |

For the year ended December 31, [removed: 2024,] [added: 2025,] Sunrise LLC accounted for [removed: 88%] [added: 100%] of Indiana Electric’s coal [removed: purchases, with the remaining 12% being purchased from other suppliers.][added: purchases.]

The table below presents information related to coal purchases during the year ended December 31, [removed: 2024] [added: 2025] and coal inventory as of December 31, [removed: 2024:][added: 2025:]

| Coal purchased for generating electricity | | | [removed: 883,308] [added: 643,030] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average cost of coal per ton | | | [removed: $54.41] [added: $68.04] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fuel Type | | | | | | Provider | | | | | | Location | | | | | | Contract Expiration | | | | | | Capacity (MW) | | | | | | Purchased in [removed: 2024 (in] [added: 2025 (in] GWh) | | |

| Coal | | | | | | OVEC (1) | | | | | | Indiana and Ohio | | | | | | 2040 | | | | | | 32 | | | | | | [removed: 178] [added: 203] | | |

| Wind | | | | | | Benton County Wind Farm, LLC | | | | | | Benton County, Indiana | | | | | | 2028 | | | | | | 30 | | | | | | [removed: 83] [added: 81] | | |

| Wind | | | | | | Fowler Ridge II Wind Farm, LLC | | | | | | Benton/Tippecanoe Counties, Indiana | | | | | | 2029 | | | | | | 50 | | | | | | [removed: 134] [added: 129] | | |

MISO-related activity for the year ended December 31, [removed: 2024] [added: 2025] was as follows:

| Net purchases (1) | | | [removed: 2,406] [added: 3,007] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales (2) | | | [removed: —] [added: 2] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of December 31, [removed: 2024,] [added: 2025,] Indiana Electric had interconnections with Louisville Gas and Electric Company, Duke Energy Shared Services, Inc., Indianapolis Power & Light Company, Hoosier Energy Rural Electric Cooperative, Inc. and Big Rivers Electric Corporation providing the ability to simultaneously interchange approximately [removed: 645] [added: 660] MW during peak load periods.

Indiana Electric, as required as a member of the MISO, has turned over operational control of the interchange facilities [added: and its own transmission assets to the MISO.]

On March 7, 2025, SIGECO acquired 100% of the equity interests in Posey Solar, which was constructing a 191 MW solar array in Posey County, Indiana, for approximately $357 million.

On March 31, 2025, CenterPoint Energy, through its subsidiary CERC Corp., completed the sale of its Louisiana and Mississippi natural gas LDC businesses for approximately $1.2 billion.

On October 20, 2025, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH for total consideration of approximately $2.62 billion, which is comprised of the following: (i) $1.42 billion in cash payable to CERC Corp. upon closing of the transaction, subject to adjustments as set forth in the Ohio Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller promissory note, in the original principal amount of $1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp. as provided by the terms and conditions of the Seller Note Agreement.

The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

*TEEEF*

In June 2025, Houston Electric entered into definitive documentation (the “ERCOT Transaction”), subject to PUCT approval, with relevant parties to release its 15 large 27 MW to 32 MW TEEEF units to the San Antonio area until March 2027 unless terminated earlier pursuant to the provisions of the ERCOT Transaction, during which Houston Electric will not receive revenue or profit from ERCOT and will also not charge Houston-area customers for these TEEEF units while they are in the San Antonio area serving ERCOT.

In November 2025, Houston Electric proposed to release its five medium (5.7 MW) TEEEF units and to remove the associated lease costs from its rates effective January 1, 2026.

On February 13, 2026, Houston Electric requested continued abatement until February 27, 2026 due to continued settlement discussions.

As of December 31, 2025, Houston Electric leased 519 MW of TEEEF on a long-term basis.

Houston Electric has VIEs, including Transition Bond Company IV and Restoration Bond Company II, which are consolidated.

| Texas Gulf Coast | | | 67 | | | | | | 2,544,880 | | | | | | 314,433 | | | | | | 2,859,313 | | |

| Southwestern Indiana | | | 134,695 | | | | | | 19,707 | | | | | | 154,402 | | |

(1)Total reflects long-term and short-term capacity contracts secured to meet MISO planning requirements.

| Wind | | | | | | NextEra Energy, Inc. | | | | | | Tama County, Iowa | | | | | | 2025 | | | | | | 170 | | | | | | 27 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 467 | | | | | | | | |

| Coal inventory as of December 31, 2025 | | | 422,503 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Wind | | | | | | Salt Creek Wind, LLC | | | | | | Tama County, Iowa | | | | | | 2052 | | | | | | 170 | | | | | | 52 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 282 | | | | | | 465 | | |

Additionally, CenterPoint Energy and CERC’s natural gas distribution businesses provided home repair protection plans to natural gas customers in Indiana, Ohio and Texas through a third party as of December 31, 2025.

On October 20, 2025, CenterPoint Energy, through its subsidiary CERC Corp., entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH for total consideration of approximately $2.62 billion, which is comprised of the following: (i) $1.42 billion in cash payable to CERC Corp. upon closing of the transaction, subject to adjustments as set forth in the Ohio Securities Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing of the transaction; and (ii) a 364-day seller promissory note, in the original principal amount of $1.2 billion, to be issued by NFGC at the closing of the transaction and payable to CERC Corp. as provided by the terms and conditions of the Seller Note Agreement.

The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

| Indiana (Indiana Gas) | | | 613,299 | | | | | | 55,996 | | | | | | 669,295 | | |

| Minnesota | | | 865,667 | | | | | | 73,063 | | | | | | 938,730 | | |

| Ohio | | | 312,131 | | | | | | 24,711 | | | | | | 336,842 | | |

| Texas | | | 1,843,325 | | | | | | 124,730 | | | | | | 1,968,055 | | |

| Total CERC Natural Gas | | | 3,634,422 | | | | | | 278,500 | | | | | | 3,912,922 | | |

| Indiana (SIGECO) | | | 105,497 | | | | | | 10,666 | | | | | | 116,163 | | |

| Total CenterPoint Energy Natural Gas | | | 3,739,919 | | | | | | 289,166 | | | | | | 4,029,085 | | |

collars and caps) with CenterPoint Energy’s and CERC’s natural gas distribution business’ physical gas suppliers.

Each of CenterPoint Energy and CERC had no amounts outstanding under these AMAs as of December 31, 2025 and 2024.

*Franchises*

The FPA also provides that, whenever the Secretary of the U.S. Department of Energy determines that an emergency exists by reason of a sudden increase in the demand for electric energy, or a shortage of electric energy or of facilities for the generation or transmission of electric energy, then the Secretary of the U.S. Department of Energy has the authority to require by order such temporary connections of facilities and such generation, delivery, interchange or transmission of electric energy as in the Secretary’s judgment will best meet the demands of the emergency and serve the public interest.

In almost all communities in which CenterPoint Energy’s and CERC’s natural gas distribution businesses provide natural gas distribution services, they operate under franchises, certificates or licenses obtained from state and local authorities.

The original terms of the franchises, with various expiration dates, typically range from 10 to 30 years.

CenterPoint Energy’s and CERC’s natural gas distribution businesses expect to be able to renew expiring franchises.

In most cases, franchises to provide natural gas utility services are not exclusive.

procedures outside of those defined areas, may also affect the costs incurred.

Our obligations associated with these requirements change as administrations change and as legislatures and regulators pass new laws and regulations and amend existing ones.

Therefore, it is difficult to project future costs of compliance and their impact on competition.

The issue of climate change has received focus at the state, federal and international level.

On June 30, 2023, CenterPoint Energy completed the sale of its indirect subsidiary, Energy Systems Group, to an unaffiliated third party.

The transaction is expected to close in the first quarter of 2025.

The SEC maintains an Internet website

*Temporary Generation.*

impacting its distribution system.

On December 19, 2024, Houston Electric announced a proposal to release certain of Houston Electric’s TEEEF to the San Antonio area prior to the summer of 2025 for a period of up to two years, during which Houston Electric would not receive revenue or profit from ERCOT and would not charge Houston-area customers for these TEEEF units.

As of December 31, 2024, Houston Electric leased 505 MW of TEEEF.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Summary — Significant Events — May 2024 Storm Events and Hurricane Beryl” in Item 7 of Part II of this report, as well as Note 7 and Note 19 to the consolidated financial statements.

Houston Electric has special purpose subsidiaries consisting of the Bond Companies, which it consolidates.

These consolidated special purpose subsidiaries are wholly-owned, bankruptcy-remote entities that were formed solely for the purpose of purchasing and owning transition or system restoration property through the issuance of Securitization Bonds, and conducting activities incidental thereto.

Restoration Bond Company repaid in full its last outstanding system restoration bonds at maturity on August 15, 2022, and was subsequently dissolved in 2024.

| Texas Gulf Coast | | | 67 | | | | | | 2,506,284 | | | | | | 312,059 | | | | | | 2,818,343 | | |

conduct its electric delivery business and for other purposes that the franchises permit.

| Southwestern Indiana | | | 133,866 | | | | | | 19,541 | | | | | | 153,407 | | |

| | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)Indiana Electric procured bi-lateral capacity contracts starting in the 2023-2024 MISO planning year.

These contracts were procured before MISO moved to a seasonal construct, which allowed several generating units to receive accreditation in the summer season that would not have received any accreditation under MISO's previous annual construct.

This resulted in a reserve margin that is higher than normal in the summer, but was limited to the summer season.

| Solar | | | | | | Clenera, LLC | | | | | | Warrick County, Indiana | | | | | | 2026 | | | | | | 100 | | | | | | 25 | | |

| Solar | | | | | | Oriden | | | | | | Vermillion County, Indiana | | | | | | 2026 | | | | | | 185 | | | | | | 15 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 582 | | | | | | | | |

| Coal inventory as of December 31, 2024 | | | 263,321 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | 112 | | | | | | 395 | | |

Net sales were insignificant during 2024 primarily due to the retirement of SIGECO’s A.B. Brown coal generating facilities in 2023 and SIGECO’s exit from joint operations in the Warrick 4 coal generating facility on January 1, 2024.

and its own transmission assets to the MISO.

The transaction was approved by final orders issued by the MPSC on December 3, 2024 and by the LPSC on December 17, 2024.

| Indiana (Indiana Gas) | | | 606,536 | | | | | | 55,745 | | | | | | 662,281 | | |

| Louisiana | | | 231,962 | | | | | | 16,214 | | | | | | 248,176 | | |

| Minnesota | | | 859,065 | | | | | | 72,890 | | | | | | 931,955 | | |

| Mississippi | | | 123,175 | | | | | | 13,152 | | | | | | 136,327 | | |

| Ohio | | | 310,541 | | | | | | 24,589 | | | | | | 335,130 | | |

| Texas | | | 1,827,305 | | | | | | 111,369 | | | | | | 1,938,674 | | |

| Total CERC Natural Gas | | | 3,958,584 | | | | | | 293,959 | | | | | | 4,252,543 | | |

| Indiana (SIGECO) | | | 105,344 | | | | | | 10,647 | | | | | | 115,991 | | |

| Total CenterPoint Energy Natural Gas | | | 4,063,928 | | | | | | 304,606 | | | | | | 4,368,534 | | |

| | | | | | | | | | | | |

distribution rates for a majority of large commercial and industrial customers are primarily based on peak demand.

Increasingly, environmental regulation has resulted in more restrictions and limitations on activities that may impact the environment.

There is increasing attention being paid in the United States and worldwide to the issue of climate change.

Since then, various iterations of GHG regulations have been promulgated, withdrawn and litigated, and the current rule applicable to fossil fuel-fired electric generating units was finalized in April 2024.

For a discussion of material legal and regulatory proceedings, including environmental legal proceedings that involve a governmental authority as a party and that the Registrants reasonably believe would result in $1,000,000 or more of monetary sanctions, exclusive of interest and costs, under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, affecting the Registrants, read “Business — Regulation” and “Business — Environmental Matters” in Item 1 of this report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report and Note [removed: 14(d)] [added: 14(c)] to the consolidated financial statements, which information is incorporated herein by reference.

| | | | FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024] [added: 2025] | | |

The aggregate market values of the voting stock held by non-affiliates of the Registrants as of June 30, [removed: 2024] [added: 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) | | | | | | [removed: $19,797,614,936] [added: $23,867,105,630] | | |

Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of February [removed: 10, 2025:][added: 13, 2026:]

| CenterPoint Energy, Inc. | | | [removed: 651,729,244] [added: 652,871,584] | | | shares of common stock outstanding, excluding 166 shares held as treasury stock | | |

Portions of the definitive proxy statement relating to the [removed: 2025] [added: 2026] Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2024,] [added: 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.

| Item 1. | | | | | | Business | | | | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_19)] [added: [1](#id8844fe7397b45f980ca501378af80b0_19)] | | |

| Item 1A. | | | | | | Risk Factors | | | | | | [removed: [18](#i6c28c87ee0e24f5db200f0cea56475f4_43)] [added: [19](#id8844fe7397b45f980ca501378af80b0_43)] | | |

| Item 1B. | | | | | | Unresolved Staff Comments | | | | | | [removed: [43](#i6c28c87ee0e24f5db200f0cea56475f4_46)] [added: [44](#id8844fe7397b45f980ca501378af80b0_46)] | | |

| Item 1C. | | | | | | Cybersecurity | | | | | | [removed: [43](#i6c28c87ee0e24f5db200f0cea56475f4_49)] [added: [44](#id8844fe7397b45f980ca501378af80b0_49)] | | |

| Item 2. | | | | | | Properties | | | | | | [removed: [45](#i6c28c87ee0e24f5db200f0cea56475f4_52)] [added: [45](#id8844fe7397b45f980ca501378af80b0_52)] | | |

| Item 3. | | | | | | Legal Proceedings | | | | | | [removed: [48](#i6c28c87ee0e24f5db200f0cea56475f4_58)] [added: [49](#id8844fe7397b45f980ca501378af80b0_58)] | | |

| Item 4. | | | | | | Mine Safety Disclosures | | | | | | [removed: [48](#i6c28c87ee0e24f5db200f0cea56475f4_61)] [added: [49](#id8844fe7397b45f980ca501378af80b0_61)] | | |

| Item 5. | | | | | | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | | | | [removed: [48](#i6c28c87ee0e24f5db200f0cea56475f4_67)] [added: [50](#id8844fe7397b45f980ca501378af80b0_67)] | | |

| Item 6. | | | | | | \[Reserved\] | | | | | | [removed: [49](#i6c28c87ee0e24f5db200f0cea56475f4_70)] [added: [50](#id8844fe7397b45f980ca501378af80b0_70)] | | |

| Item 7. | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | | [removed: [49](#i6c28c87ee0e24f5db200f0cea56475f4_73)] [added: [50](#id8844fe7397b45f980ca501378af80b0_73)] | | |

| Item 7A. | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [88](#i6c28c87ee0e24f5db200f0cea56475f4_115)] [added: [87](#id8844fe7397b45f980ca501378af80b0_115)] | | |

| Item 8. | | | | | | Financial Statements and Supplementary Data | | | | | | [removed: [91](#i6c28c87ee0e24f5db200f0cea56475f4_118)] [added: [90](#id8844fe7397b45f980ca501378af80b0_118)] | | |

| Item 9. | | | | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | | [removed: [181](#i6c28c87ee0e24f5db200f0cea56475f4_265)] [added: [180](#id8844fe7397b45f980ca501378af80b0_280)] | | |

| Item 9A. | | | | | | Controls and Procedures | | | | | | [removed: [181](#i6c28c87ee0e24f5db200f0cea56475f4_268)] [added: [180](#id8844fe7397b45f980ca501378af80b0_283)] | | |

| Item 9B. | | | | | | Other Information | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_271)] [added: [183](#id8844fe7397b45f980ca501378af80b0_286)] | | |

| Item 9C. | | | | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_271)] [added: [183](#id8844fe7397b45f980ca501378af80b0_286)] | | |

| Item 10. | | | | | | Directors, Executive Officers and Corporate Governance | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_280)] [added: [183](#id8844fe7397b45f980ca501378af80b0_295)] | | |

| Item 11. | | | | | | Executive Compensation | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_283)] [added: [183](#id8844fe7397b45f980ca501378af80b0_298)] | | |

| Item 12. | | | | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_286)] [added: [183](#id8844fe7397b45f980ca501378af80b0_301)] | | |

| Item 13. | | | | | | Certain Relationships and Related Transactions, and Director Independence | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_289)] [added: [183](#id8844fe7397b45f980ca501378af80b0_304)] | | |

| Item 14. | | | | | | Principal Accounting Fees and Services | | | | | | [removed: [184](#i6c28c87ee0e24f5db200f0cea56475f4_292)] [added: [183](#id8844fe7397b45f980ca501378af80b0_307)] | | |

| Item 15. | | | | | | Exhibits and Financial Statement Schedules | | | | | | [removed: [186](#i6c28c87ee0e24f5db200f0cea56475f4_298)] [added: [185](#id8844fe7397b45f980ca501378af80b0_313)] | | |

| Item 16. | | | | | | Form 10-K Summary | | | | | | [removed: [186](#i6c28c87ee0e24f5db200f0cea56475f4_301)] [added: [185](#id8844fe7397b45f980ca501378af80b0_316)] | | |

| Bond Companies | | | | | | [added: Transition] Bond Company [removed: IV] [added: IV, Restoration Bond Company II] and Restoration Bond [removed: Company,] [added: Company III,] each a [added: consolidated VIE that is a] wholly-owned, [removed: bankruptcy remote] [added: bankruptcy-remote, special purpose] entity formed solely for the purpose of [removed: purchasing and owning] [added: securitizing] transition [added: property] or system restoration property through the issuance of [removed: Securitization Bonds] [added: transition bonds or system restoration bonds] | | |

| [removed: Bond] [added: Transition Bond] Company IV | | | | | | CenterPoint Energy Transition Bond Company IV, LLC, a wholly-owned subsidiary of Houston Electric | | |

| [removed: Registrants] [added: Registrant] | | | | | | [added: Each of] CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources [removed: Corp., collectively] [added: Corp.] | | |

| Restoration Bond [removed: Company] [added: Company II] | | | | | | CenterPoint Energy Restoration Bond [removed: Company,] [added: Company II,] LLC, a wholly-owned subsidiary of Houston Electric | | |

| Restructuring | | | | | | CERC Corp.’s common control acquisition of Indiana Gas and [removed: VEDO] [added: CEOH] from VUH on June 30, 2022 | | |

| ZENS-Related Securities | | | | | | As of December 31, [removed: 2023] [added: 2025] and December 31, [removed: 2022,] [added: 2024,] consisted of AT&T Common, Charter Common and WBD Common | | |

| [removed: 2023] [added: 2024] Form 10-K | | | | | | Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] | | |

Each forward-looking statement speaks only as of the date of the particular statement, [removed: and] [added: and, other than as required under applicable securities laws,] the Registrants undertake no obligation to update or revise any forward-looking statements.

Electric [removed: Generation, Transmission and] [added: Transmission,] Distribution [added: and Generation] (CenterPoint Energy and Houston Electric)

- Disruptions at [added: third-party or Indiana Electric’s] power generation facilities, generation [removed: inadequacy or] [added: inadequacy,] directives issued by regulatory authorities [added: or other matters] could cause interruptions in Houston Electric’s and Indiana Electric’s ability to provide transmission and distribution services and [added: Houston Electric and Indiana Electric may not be able to promptly respond, repair and restart their facilities, which could] adversely affect their [removed: reputation,] [added: businesses,] financial condition, results of operations and cash flows.

- Indiana Electric’s execution of its generation transition [removed: plan, including its IRP,] [added: 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.

| | | | | | | | | | NYSE Texas | | |

| AFSI | | | | | | Adjusted financial statement income | | |

| CCR Rule | | | | | | Final rule published by the EPA in 2015 to regulate coal ash as non-hazardous material under the RCRA | | |

| CPS Energy | | | | | | City Public Service Board of San Antonio, Texas | | |

| Human Capital and Compensation Committee | | | | | | Human Capital and Compensation Committee of the Board | | |

| MDL | | | | | | Multi-district litigation | | |

| Netflix | | | | | | Netflix, Inc. | | |

| NFGC | | | | | | National Fuel Gas Company, a New Jersey corporation | | |

| 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 | | |

| 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 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Securities Act | | | | | | The Securities Act of 1933, as amended | | |

| 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 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 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| TEEEF Rule | | | | | | Texas Administrative Code, Title 16, Section 25.56, which became effective January 8, 2025 and was further amended on February 6, 2025 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| WBD | | | | | | Warner Bros. Discovery, Inc. | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | | NYSE Chicago | | |

| AGC | | | | | | Alcoa Generating Corporation, a subsidiary of Alcoa, Inc. | | |

| AROK Asset Purchase Agreement | | | | | | Asset Purchase Agreement, dated as of April 29, 2021, by and between CERC Corp. and Southern Col Midco, LLC, a Delaware limited liability company and an affiliate of Summit Utilities, Inc. | | |

| August Junior Subordinated Notes | | | | | | Junior Subordinated Series A Notes and Junior Subordinated Series B Notes | | |

| CNP Midstream | | | | | | CenterPoint Energy Midstream, Inc., a wholly-owned subsidiary of CenterPoint Energy | | |

| COVID-19 ERP | | | | | | COVID-19 Electricity Relief Program | | |

| DA | | | | | | Distribution Automation | | |

| Energy Transfer | | | | | | Energy Transfer LP, a Delaware limited partnership | | |

| Energy Transfer Common Units | | | | | | Energy Transfer common units, representing limited partner interests in Energy Transfer | | |

| Energy Transfer GP | | | | | | LE GP, LLC, a Delaware limited liability company and sole general partner of Energy Transfer | | |

| Energy Transfer Series G Preferred Units | | | | | | Energy Transfer Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Energy Transfer | | |

| ESPC | | | | | | Energy Savings Performance Contract | | |

| GHRI | | | | | | The Greater Houston Resiliency Initiative, which was announced by Houston Electric in August 2024 and includes targeted actions to improve the resiliency of Houston Electric’s electric grid, as well as improve customer communications and community partnerships | | |

| Infrastructure Services | | | | | | Provided underground pipeline construction and repair services through VISCO and its wholly-owned subsidiaries, Miller Pipeline, LLC and Minnesota Limited, LLC | | |

| Junior Subordinated Series A Interest Reset Period | | | | | | Each five-year period following February 15, 2030 | | |

| Junior Subordinated Series B Interest Reset Period | | | | | | Each five-year period following February 15, 2035 | | |

| Junior Subordinated Series C Interest Reset Period | | | | | | Each five-year period following May 15, 2030 | | |

| LIBOR | | | | | | London Interbank Offered Rate | | |

| LPSC | | | | | | Louisiana Public Service Commission | | |

| MP2017 | | | | | | 2017 pension mortality improvement scale developed annually by the Society of Actuaries | | |

| MP2018 | | | | | | 2018 pension mortality improvement scale developed annually by the Society of Actuaries | | |

| MP2019 | | | | | | 2019 pension mortality improvement scale developed annually by the Society of Actuaries | | |

| MPSC | | | | | | Mississippi Public Service Commission | | |

| Natural Gas | | | | | | Natural gas distribution businesses | | |

| RRA | | | | | | Rate Regulation Adjustment | | |

| RSP | | | | | | Rate Stabilization Plan | | |

vi

| VEDO | | | | | | Vectren Energy Delivery of Ohio, LLC, which converted its corporate structure from Vectren Energy Delivery of Ohio, Inc. to a limited liability company on June 13, 2022, formerly a wholly-owned subsidiary of Vectren, acquired by CERC on June 30, 2022 | | |

| VISCO | | | | | | Vectren Infrastructure Services Corporation, formerly a wholly-owned subsidiary of Vectren | | |

| VUH | | | | | | Vectren Utility Holdings, LLC, which converted its corporate structure from Vectren Utility Holdings, Inc. to a limited liability company on June 30, 2022, a wholly-owned subsidiary of Vectren | | |

| Winter Storm Elliott | | | | | | From December 21 to 26, 2022, a historic extratropical cyclone created winter storm conditions, including blizzards, high winds, snowfall and record cold temperatures across the majority of the United States and parts of Canada. | | |

| 2022 Annuity Purchase | | | | | | The irrevocable group annuity contract purchased in December 2022 from an insurance company to transfer $138 million of CenterPoint Energy’s pension plan’s outstanding benefit obligation | | |

vii

- The occurrence of extreme weather events, including winter storms and record hot temperatures, or other causes could lead to additional reforms to the Texas electric market, some measure of which, if implemented, could have an adverse impact on Houston Electric.

viii

For example, Hurricane Beryl caused severe disruptions to our operations, customers and markets in certain of our service territories and potential results arising from governmental and regulatory inquiries and investigations, as well as associated litigation, could have a material adverse impact on our financial condition, results of operations, cash flows and liquidity.

ix

Enterprise risks, including cybersecurity risks, and their associated mitigations are reviewed at least annually by senior management and the [removed: Board of Directors.][added: Board.]

We conduct tabletop exercises [removed: annually] [added: regularly] to test our incident response processes.

We conduct different types of security assessments, testing and audits to help us proactively identify and mitigate potential cybersecurity threats and vulnerabilities to our information technology and [added: operational technology systems.]

For example, we conduct security-related risk assessments on proposed software, [removed: hardware,] [added: hardware] and third-party technology solutions used by CenterPoint Energy prior to deployment in our network.

As described in Item 1A “Risk Factors,” our operations rely on the secure processing, storage, and transmission of confidential, [removed: sensitive,] [added: sensitive] and other information within our computer systems and networks.

Computer viruses, threat actors, employee or vendor [removed: incidents,] [added: incidents] and other external hazards could expose our information systems, and those of third parties who process our data, provide access to [removed: systems,] [added: systems] or that have access to our systems, to security breaches, cybersecurity incidents or other disruptions, any of which could materially and adversely affect our business, reputation, results of operations and financial condition, and subject us to possible legal claims and liability.

While we have experienced cybersecurity incidents in the past, as of the date of the filing of this Form 10-K, [removed: the Company] [added: CenterPoint Energy] has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on us, including our business strategy, results of operations, or financial condition.

Our Audit Committee, comprised of independent directors from our Board, oversees the Board’s responsibilities relating to CenterPoint Energy’s [removed: cybersecurity and] [added: cybersecurity,] data privacy [added: and AI] programs, including cybersecurity [added: and AI] risk management and cybersecurity disclosures required by applicable securities laws or regulations, as appropriate.

As part of its risk oversight responsibilities, the Audit Committee receives quarterly reports from our Executive Vice President and General Counsel, [removed: Senior Vice President and] Chief [removed: Information] Security Officer [removed: (CISO)] [added: (CSO)] or other representatives from our cybersecurity or data privacy groups and periodic reports from our third-party consultants.

These reports include updates on certain cybersecurity or data privacy matters, including, among other items, CenterPoint Energy’s progress in maturing its cybersecurity program, results of [removed: significant] cybersecurity assessments and testing, the cybersecurity landscape and emerging threats, status of ongoing initiatives and strategies, incident reports and learnings from any cybersecurity events, compliance with regulatory requirements and industry standards, data privacy matters, and the cybersecurity budget.

CenterPoint Energy’s [removed: CISO] [added: CSO] is responsible for the day-to-day management of our cybersecurity program and reports directly to the Executive Vice President and General Counsel.

Our cybersecurity and data privacy teams, which report directly to our [removed: CISO] [added: CSO] and CECO, respectively, are tasked with implementing our programs in support of cybersecurity and data privacy risk management.

We also have management-level teams and committees, which include and/or collaborate with our [removed: CISO] [added: CSO] and CECO, that support, among other things, our processes to assess and manage cybersecurity risk.

CenterPoint Energy’s CSO joined CenterPoint Energy in September 2025 and has over two decades of experience in cybersecurity and risk management across diverse industries, and most recently served in senior leadership roles, including Chief Information Security Officer, for a global engineering, procurement, consulting and construction company.

operational technology systems.

CenterPoint Energy’s CISO joined the Company in September 2024 and has over two decades of experience serving in multiple global leadership roles in cybersecurity, as well as technology and industrial systems at a Fortune 500 global industrial company, for which he was responsible for, among other things, building and maintaining enterprise programs relating to cybersecurity and managing cybersecurity risk.

The following discussion is based on the Registrants’ businesses as of December 31, [removed: 2024.][added: 2025.]

They consist of transmission lines in Indiana and Kentucky, distribution lines, substations, service centers, coal-fired generating facilities, gas-fired turbine peaking units, a landfill gas electric generation [removed: project] [added: facility] and solar generation facilities.

*Electric Lines - Transmission and Distribution.* As of December 31, [removed: 2024,] [added: 2025,] Houston Electric and Indiana Electric owned and operated the following electric transmission and distribution lines:

*Generating Capacity.* As of December 31, [removed: 2024,] [added: 2025,] Indiana Electric had [removed: 577] [added: 1,228] MW of installed generating capacity, as set forth in the following table:

| F.B. Culley [added: (1)] | | | | | | 2 | | | | | | Warrick County, Indiana | | | | | | 1966 | | | | | | 90 | | |

| Brown [removed: (1)] [added: (2)] | | | | | | 3 | | | | | | Posey County, Indiana | | | | | | 1991 | | | | | | 80 | | |

| Total Gas Capacity | | | | | | | | | | | | | | | | | | | | | | | | [removed: 163] [added: 623] | | |

| Total Solar Capacity | | | | | | | | | | | | | | | | | | | | | | | | [removed: 54] [added: 245] | | |

| Total Generating Capacity [removed: (2)] [added: (3)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 577] [added: 1,228] | | |

[removed: (1)Brown] [added: (2)Brown] Unit 3 is also equipped to burn oil.

[removed: (2)Excludes] [added: (3)Excludes] 1.5% participation in OVEC.

For further information about Indiana Electric’s [removed: BTA’s,] [added: BTAs,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

The following table presents certain information related to CenterPoint Energy’s substations as of December 31, [removed: 2024:][added: 2025:]

| Indiana Electric | | | 109 | | | | | | [removed: 6,992] [added: 7,027] | | |

| Total CenterPoint Energy | | | [removed: 352] [added: 19] | | | | | | [removed: 80,659] [added: 431] | | |

The following table presents certain information related to CenterPoint Energy’s service centers as of December 31, [removed: 2024:][added: 2025:]

| Indiana Electric | | | 6 | | | | | | [removed: 70] [added: 69] | | |

| Total CenterPoint Energy | | | [removed: 19] [added: 355] | | | | | | [removed: 432] [added: 81,692] | | |

CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] use various third-party storage services or owned natural gas storage facilities to meet peak-day requirements and to manage the daily changes in demand due to changes in weather.

CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] may also supplement contracted supplies and storage from time to time with stored LNG and propane-air plant production.

As of December 31, [removed: 2024,] [added: 2025,] CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] owned and operated the following natural gas facilities:

The table below reflects CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] contracted upstream storage services as of December 31, [removed: 2024:][added: 2025:]

| Upstream Storage Service | | | | | | [removed: 89] [added: 100] | | | | | | [removed: 2,311] [added: 2,209] | | |

The table below reflects the approximate total linear miles of [removed: CenterPoint Energy’s and CERC’s Natural Gas] distribution and transmission mains owned [added: by CenterPoint Energy’s and CERC’s natural gas distribution businesses] as of December 31, [removed: 2024:][added: 2025:]

| All Locations | | | | | | [removed: 85,000] [added: 72,000] | | | | | | [removed: 82,000] [added: 69,000] | | |

| Indiana and Ohio [added: (1)] | | | | | | [removed: 22,000] [added: 23,000] | | | | | | [removed: 19,000] [added: 20,000] | | |

CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] owned mains varying in size from one-half inch to 24 inches in diameter.

CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses in] Indiana and Ohio [added: own] mains [added: that] are located in Indiana and Ohio except for, in the case of CenterPoint Energy, pipeline facilities extending from points in northern Kentucky to points in southern Indiana so that gas may be transported to Indiana and sold or transported to customers in Indiana.

Generally, in each of the cities, towns and rural areas served by CenterPoint Energy’s and CERC’s [removed: Natural Gas, they] [added: natural gas distribution businesses, CenterPoint Energy and CERC] own the underground gas mains and service lines, metering and regulating equipment located on customers’ premises and the district regulating equipment necessary for pressure [added: maintenance.]

With a few exceptions, the measuring stations at which CenterPoint Energy’s and CERC’s [removed: Natural Gas] [added: natural gas distribution businesses] receive gas are owned, operated and maintained by others, and their distribution facilities begin at the outlet of the measuring equipment.

As of December 31, [removed: 2024,] [added: 2025,] CenterPoint Energy and CERC, through CEIP, owned and operated over [removed: 219] [added: 208] miles of intrastate pipeline in [removed: Louisiana and] Texas.

On [removed: February 19, 2024,] [added: March 31, 2025,] CenterPoint Energy, through its subsidiary CERC Corp., [removed: entered into] [added: completed] the [removed: LAMS Asset Purchase Agreement to sell] [added: sale of] its Louisiana and Mississippi natural gas LDC businesses, which [removed: include] [added: included] the intrastate pipelines owned by CEIP in Louisiana.

For information related to debt outstanding under the Amended and Restated Mortgage Indenture, see Note 12 to the consolidated financial statements.

| 69 kV | | | | | | 101 | | | | | | 2 | | | | | | 565 | | | | | | — | | |

| 138 kV | | | | | | 2,352 | | | | | | 24 | | | | | | 417 | | | | | | 9 | | |

| 345 kV | | | | | | 1,446 | | | | | | — | | | | | | 48 | | | | | | 16 | | |

| Total | | | | | | 3,899 | | | | | | 26 | | | | | | 1,030 | | | | | | 25 | | |

| Distribution lines | | | | | | 29,718 | | | | | | 29,841 | | | | | | 7,174 | | | | | | — | | |

| Brown | | | | | | 5 | | | | | | Posey County, Indiana | | | | | | 2025 | | | | | | 230 | | |

| Brown | | | | | | 6 | | | | | | Posey County, Indiana | | | | | | 2025 | | | | | | 230 | | |

| Posey | | | | | | | | | | | | Posey County, Indiana | | | | | | 2025 | | | | | | 191 | | |

(1)While Indiana Electric’s 2025 IRP (similar to previous IRPs) preferred portfolios included the retirement of F.B. Culley Unit 2, a coal-fired generation unit, by the end of 2025, the U.S. Department of Energy issued an emergency 202(c) order in December 2025 directing Indiana Electric to continue operating the unit through March 23, 2026.

For further information about F.B. Culley 2, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

In the second quarter of 2025, 230 MW of the facility was placed in service, and due to a transformer manufacturing issue, the remaining 230 MW of the facility was placed in service in the third quarter of 2025.

*Solar.* On February 7, 2023, Indiana Electric filed a CPCN with the IURC to approve an amended BTA to purchase the 191 MW Posey Solar project.

On September 6, 2023, the IURC issued an order approving the CPCN.

On March 7, 2025, SIGECO completed the acquisition of Posey Solar.

The Posey Solar project was placed in service in the second quarter of 2025.

*TEEEF.* As allowed by a law enacted by the Texas legislature after the February 2021 Winter Storm Event and amended in 2023, Houston Electric entered into leases for 15 large (27 MW to 32 MW) and five medium (5.7 MW) TEEEF.

In June 2025, Houston Electric entered into the ERCOT Transaction, subject to PUCT approval, to release its large TEEEF units to ERCOT at CPS Energy facilities to serve the greater San Antonio region until March 2027 unless terminated earlier pursuant to the provisions of the ERCOT Transaction, reduce its TEEEF fleet capacity and reduce its rates to reflect the removal of the large TEEEF units from its fleet.

In November 2025, Houston Electric also proposed to release the five medium (5.7 MW) TEEEF units from its TEEEF fleet and remove the associated lease costs effective January 1, 2026.

On February 13, 2026, Houston Electric requested continued abatement until February 27, 2026 due to continued settlement discussions.

As of December 31, 2025, Houston Electric leased 519 MW of TEEEF on a long-term basis.

| Houston Electric | | | 246 | | | | | | 74,665 | | |

(1)Linear miles of distribution and transmission mains attributable to CEOH were approximately 6,000 miles.

On October 20, 2025, CenterPoint Energy, through CERC Corp., entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH.

The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 69 kV | | | | | | 109 | | | | | | 2 | | | | | | 568 | | | | | | — | | |

| 138 kV | | | | | | 2,347 | | | | | | 24 | | | | | | 422 | | | | | | 9 | | |

| 345 kV | | | | | | 1,445 | | | | | | — | | | | | | 49 | | | | | | 15 | | |

| Total | | | | | | 3,901 | | | | | | 26 | | | | | | 1,039 | | | | | | 24 | | |

| Distribution lines | | | | | | 29,327 | | | | | | 27,000 | | | | | | 7,318 | | | | | | — | | |

The turbines are targeted to be operational by mid-year 2025.

*Solar.* Indiana Electric entered into an amended and restated BTA to build a 191 MW solar array in Posey County, Indiana, , and a BTA to acquire a 130 MW solar array in Pike County, Indiana through a special purpose entity for a capped purchase price; however on March 15, 2024, Indiana Electric provided notice to the IURC that it was exercising its right to terminate this BTA.

*Temporary Generation.* As allowed by a law enacted by the Texas legislature after the February 2021 Winter Storm Event and amended in 2023, Houston Electric is leasing TEEEF that can aid in restoring power to customers during certain significant power outages that are impacting its distribution system.

On December 19, 2024, Houston Electric announced a proposal to release certain of Houston Electric’s TEEEF to the San Antonio area prior to the summer of 2025 for a period of up to two years, during which Houston Electric would not receive revenue or profit from ERCOT and would not charge Houston-area customers for these TEEEF units.

As of December 31, 2024, Houston Electric leased 505 MW of TEEEF.

| Houston Electric | | | 243 | | | | | | 73,667 | | |

maintenance.

The transaction is expected to close in the first quarter of 2025.

As of February [removed: 10, 2025,] [added: 13, 2026,] CenterPoint Energy’s common stock was held by approximately [removed: 21,495] [added: 20,378] shareholders of record.

CenterPoint Energy’s common stock is listed on the NYSE and NYSE [removed: Chicago] [added: Texas] and is traded under the symbol “CNP.”

The amount of future cash dividends will be subject to determination based upon CenterPoint Energy’s financial condition and results of operations, future business prospects, any applicable contractual restrictions and other factors that [removed: CenterPoint Energy’s] [added: the] Board [removed: of Directors] considers relevant and will be declared at the discretion of [removed: CenterPoint Energy’s Board of Directors.][added: the Board.]

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of CenterPoint Energy’s equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, were purchased by or on behalf of CenterPoint Energy or any “affiliated purchasers,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended.

As of February [removed: 10, 2025,] [added: 13, 2026,] all of Houston Electric’s 1,000 outstanding common shares were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy.

As of February [removed: 10, 2025,] [added: 13, 2026,] all of CERC Corp.’s 1,000 outstanding shares of common stock were held by Utility Holding, LLC, a wholly-owned subsidiary of CenterPoint Energy.

| Report of Independent Registered Public Accounting Firm | | | [removed: [9](#i6c28c87ee0e24f5db200f0cea56475f4_121)[3](#i6c28c87ee0e24f5db200f0cea56475f4_121)] [added: [93](#id8844fe7397b45f980ca501378af80b0_121)] | | |

| Statements of Consolidated Income | | | [removed: [9](#i6c28c87ee0e24f5db200f0cea56475f4_2331)[5](#i6c28c87ee0e24f5db200f0cea56475f4_2331)] [added: [95](#id8844fe7397b45f980ca501378af80b0_124)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [9](#i6c28c87ee0e24f5db200f0cea56475f4_127)[6](#i6c28c87ee0e24f5db200f0cea56475f4_127)] [added: [96](#id8844fe7397b45f980ca501378af80b0_130)] | | |

| Consolidated Balance Sheets | | | [removed: [9](#i6c28c87ee0e24f5db200f0cea56475f4_130)[7](#i6c28c87ee0e24f5db200f0cea56475f4_130)] [added: [97](#id8844fe7397b45f980ca501378af80b0_133)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [9](#i6c28c87ee0e24f5db200f0cea56475f4_133)[9](#i6c28c87ee0e24f5db200f0cea56475f4_133)] [added: [99](#id8844fe7397b45f980ca501378af80b0_136)] | | |

| Statements of Consolidated Changes in Equity | | | [removed: [100](#i6c28c87ee0e24f5db200f0cea56475f4_136)] [added: [100](#id8844fe7397b45f980ca501378af80b0_139)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [10](#i6c28c87ee0e24f5db200f0cea56475f4_139)[1](#i6c28c87ee0e24f5db200f0cea56475f4_139)] [added: [101](#id8844fe7397b45f980ca501378af80b0_142)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [10](#i6c28c87ee0e24f5db200f0cea56475f4_145)[4](#i6c28c87ee0e24f5db200f0cea56475f4_145)] [added: [104](#id8844fe7397b45f980ca501378af80b0_151)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [10](#i6c28c87ee0e24f5db200f0cea56475f4_151)[7](#i6c28c87ee0e24f5db200f0cea56475f4_151)] [added: [107](#id8844fe7397b45f980ca501378af80b0_157)] | | |

| Statements of Consolidated Changes in Equity | | | [removed: [10](#i6c28c87ee0e24f5db200f0cea56475f4_154)[8](#i6c28c87ee0e24f5db200f0cea56475f4_154)] [added: [108](#id8844fe7397b45f980ca501378af80b0_160)] | | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [10](#i6c28c87ee0e24f5db200f0cea56475f4_157)[9](#i6c28c87ee0e24f5db200f0cea56475f4_157)] [added: [109](#id8844fe7397b45f980ca501378af80b0_163)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_163)[1](#i6c28c87ee0e24f5db200f0cea56475f4_163)[2](#i6c28c87ee0e24f5db200f0cea56475f4_163)] [added: [112](#id8844fe7397b45f980ca501378af80b0_172)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_169)[1](#i6c28c87ee0e24f5db200f0cea56475f4_169)[5](#i6c28c87ee0e24f5db200f0cea56475f4_169)] [added: [115](#id8844fe7397b45f980ca501378af80b0_178)] | | |

| Statements of Consolidated Changes in Equity | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_172)[1](#i6c28c87ee0e24f5db200f0cea56475f4_172)[6](#i6c28c87ee0e24f5db200f0cea56475f4_172)] [added: [116](#id8844fe7397b45f980ca501378af80b0_181)] | | |

| (2) Summary of Significant Accounting Policies | | | [removed: [11](#i6c28c87ee0e24f5db200f0cea56475f4_181)[8](#i6c28c87ee0e24f5db200f0cea56475f4_181)] [added: [118](#id8844fe7397b45f980ca501378af80b0_190)] | | |

| [removed: (3)] Property, [removed: Plant] [added: plant] and [removed: Equipment] [added: equipment] | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_184)[2](#i6c28c87ee0e24f5db200f0cea56475f4_184)[2](#i6c28c87ee0e24f5db200f0cea56475f4_184)] [added: 44,676] | | | [added: | | | 42,667 | | |]

[removed: | (4)] [added: (4)] Held for [removed: Sale and] [added: Sale,] Divestitures [removed: | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_187)[2](#i6c28c87ee0e24f5db200f0cea56475f4_187)[4](#i6c28c87ee0e24f5db200f0cea56475f4_187) | | |][added: and Acquisition (CenterPoint Energy and CERC)]

| (8) Stock-Based Incentive Compensation Plans and Employee Benefit Plans | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_202)[3](#i6c28c87ee0e24f5db200f0cea56475f4_202)[7](#i6c28c87ee0e24f5db200f0cea56475f4_202)] [added: [137](#id8844fe7397b45f980ca501378af80b0_214)] | | |

| (10) Equity Securities and Indexed Debt Securities (ZENS) [added: (CenterPoint Energy)] | | | [removed: [14](#i6c28c87ee0e24f5db200f0cea56475f4_223)[9](#i6c28c87ee0e24f5db200f0cea56475f4_223)] [added: [149](#id8844fe7397b45f980ca501378af80b0_235)] | | |

| (12) Short-term Borrowings and Long-term Debt | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_235)[5](#i6c28c87ee0e24f5db200f0cea56475f4_235)[4](#i6c28c87ee0e24f5db200f0cea56475f4_235)] [added: [154](#id8844fe7397b45f980ca501378af80b0_247)] | | |

| [removed: (13)] Income [removed: Taxes] [added: taxes] | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_241)[60](#i6c28c87ee0e24f5db200f0cea56475f4_241)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (15) Earnings Per Share (CenterPoint Energy) | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_247)[71](#i6c28c87ee0e24f5db200f0cea56475f4_247)] [added: [171](#id8844fe7397b45f980ca501378af80b0_262)] | | |

| (17) Supplemental Disclosure of Cash Flow and Balance Sheet [added: Information] | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_253)[7](#i6c28c87ee0e24f5db200f0cea56475f4_253)[6](#i6c28c87ee0e24f5db200f0cea56475f4_253)] [added: [176](#id8844fe7397b45f980ca501378af80b0_268)] | | |

| (18) Related Party Transactions (Houston [removed: electric] [added: Electric] and CERC) | | | [removed: [1](#i6c28c87ee0e24f5db200f0cea56475f4_256)[7](#i6c28c87ee0e24f5db200f0cea56475f4_256)[7](#i6c28c87ee0e24f5db200f0cea56475f4_256)] [added: [177](#id8844fe7397b45f980ca501378af80b0_271)] | | |

We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 20, 2025,] [added: 19, 2026,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved [added: our] especially challenging, subjective, or complex judgments.

[removed: While the] Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the Commissions will not approve: (1) full recovery of the costs of providing utility service, or (2) full recovery of all amounts invested in the utility business and a reasonable return on that investment.

- For certain regulatory matters, we inspected the Company’s filings with the Commissions [removed: and the filings with the Commissions by intervenors] to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the Commissions’ treatment of similar costs under similar circumstances.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Utility revenues | | | $ | [removed: 8,589] [added: 9,301] | | | | | $ | [removed: 8,524] [added: 8,589] | | | | | $ | [removed: 9,018] [added: 8,524] | |

| Non-utility revenues | | | [removed: 54] [added: 56] | | | | | | [removed: 172] [added: 54] | | | | | | [removed: 303] [added: 172] | | |

| Total | | | [removed: 8,643] [added: 9,357] | | | | | | [removed: 8,696] [added: 8,643] | | | | | | [removed: 9,321] [added: 8,696] | | |

| Utility natural gas, fuel and purchased power | | | [removed: 1,715] [added: 2,113] | | | | | | [removed: 2,061] [added: 1,715] | | | | | | [removed: 2,887] [added: 2,061] | | |

| Non-utility cost of revenues, including natural gas | | | [removed: 3] [added: 4] | | | | | | [removed: 99] [added: 3] | | | | | | [removed: 204] [added: 99] | | |

| Operation and maintenance | | | [removed: 2,949] [added: 3,024] | | | | | | [removed: 2,850] [added: 2,949] | | | | | | [removed: 2,833] [added: 2,850] | | |

| Depreciation and amortization | | | [removed: 1,439] [added: 1,530] | | | | | | [removed: 1,401] [added: 1,439] | | | | | | [removed: 1,288] [added: 1,401] | | |

| Taxes other than income taxes | | | [removed: 547] [added: 576] | | | | | | [removed: 525] [added: 547] | | | | | | [removed: 543] [added: 525] | | |

| Total | | | [removed: 6,653] [added: 7,247] | | | | | | [removed: 6,936] [added: 6,653] | | | | | | [removed: 7,755] [added: 6,936] | | |

| Statements of Consolidated Income | | | [103](#id8844fe7397b45f980ca501378af80b0_148) | | |

| Statements of Consolidated Income | | | [111](#id8844fe7397b45f980ca501378af80b0_169) | | |

| Consolidated Balance Sheets | | | [113](#id8844fe7397b45f980ca501378af80b0_175) | | |

| (1) Background and Basis of Presentation | | | [117](#id8844fe7397b45f980ca501378af80b0_187) | | |

| (3) Property, Plant and Equipment | | | [122](#id8844fe7397b45f980ca501378af80b0_193) | | |

| (5) Revenue | | | [126](#id8844fe7397b45f980ca501378af80b0_199) | | |

| (6) Goodwill | | | [129](#id8844fe7397b45f980ca501378af80b0_202) | | |

| (7) Regulatory Matters | | | [131](#id8844fe7397b45f980ca501378af80b0_208) | | |

| (9) Fair Value Measurements | | | [147](#id8844fe7397b45f980ca501378af80b0_232) | | |

| (11) Equity | | | [151](#id8844fe7397b45f980ca501378af80b0_241) | | |

| (13) Income Taxes | | | [160](#id8844fe7397b45f980ca501378af80b0_253) | | |

| (14) Commitments and Contingencies | | | [164](#id8844fe7397b45f980ca501378af80b0_259) | | |

| (16) Reportable Segments | | | [172](#id8844fe7397b45f980ca501378af80b0_265) | | |

| (19) Leases | | | [178](#id8844fe7397b45f980ca501378af80b0_274) | | |

| (20) Subsequent Events | | | [181](#id8844fe7397b45f980ca501378af80b0_277) | | |

| Loss on sale | | | (49) | | | | | | — | | | | | | (13) | | |

| Interest accrued ($7 and $2 related to VIEs, respectively) | | | 313 | | | | | | 274 | | |

| Customer deposits ($2 and $0 related to VIEs, respectively) | | | 89 | | | | | | 93 | | |

| Other current liabilities ($15 and $0 related to VIEs, respectively) | | | 566 | | | | | | 525 | | |

| Depreciation and amortization | | | 1,530 | | | | | | 1,439 | | | | | | 1,401 | | |

| Loss on sale | | | 49 | | | | | | — | | | | | | 13 | | |

| Other current assets | | | 146 | | | | | | (118) | | | | | | 1,183 | | |

| Other non-current liabilities | | | 157 | | | | | | (32) | | | | | | 25 | | |

| Payment for asset acquisition | | | (357) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | 1,052 | | | | | | | | | | | | 1,019 | | | | | | | | | | | | 917 | | |

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

While the Company has indicated it expects to recover costs from customers through regulated rates, there is a risk that the PUCT will not approve: (1)

February 19, 2026

| Accrued unbilled revenues ($3 and $0 related to VIEs, respectively) | | | 169 | | | | | | 137 | | |

| Interest accrued ($5 and $0 related to VIEs, respectively) | | | 133 | | | | | | 108 | | |

| Other current liabilities ($17 and $0 related to VIEs, respectively) | | | 198 | | | | | | 144 | | |

| VIE Securitization Bonds, net | | | 369 | | | | | | — | | |

| Other long-term debt, net | | | 8,883 | | | | | | 8,322 | | |

| Total long-term debt, net | | | 9,252 | | | | | | 8,322 | | |

| Depreciation and amortization | | | 807 | | | | | | 762 | | | | | | 748 | | |

| Other current liabilities | | | 121 | | | | | | 76 | | | | | | 44 | | |

| Other non-current assets | | | (217) | | | | | | (587) | | | | | | (87) | | |

| Net income | | | | | | | | | 578 | | | | | | | | | | | | 546 | | | | | | | | | | | | 593 | | |

| Other comprehensive loss | | | | | | | | | (1) | | | | | | | | | | | | (1) | | | | | | | | | | | | — | | |

| Statements of Consolidated Income | | | [10](#i6c28c87ee0e24f5db200f0cea56475f4_142)[3](#i6c28c87ee0e24f5db200f0cea56475f4_142) | | |

| Consolidated Balance Sheets | | | [10](#i6c28c87ee0e24f5db200f0cea56475f4_148)[5](#i6c28c87ee0e24f5db200f0cea56475f4_148) | | |

| Statements of Consolidated Income | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_160)[1](#i6c28c87ee0e24f5db200f0cea56475f4_160)[1](#i6c28c87ee0e24f5db200f0cea56475f4_160) | | |

| Consolidated Balance Sheets | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_166)[1](#i6c28c87ee0e24f5db200f0cea56475f4_166)[3](#i6c28c87ee0e24f5db200f0cea56475f4_166) | | |

| (1) Background | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_178)[1](#i6c28c87ee0e24f5db200f0cea56475f4_178)[7](#i6c28c87ee0e24f5db200f0cea56475f4_178) | | |

| (5) Revenue Recognition | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_190)[2](#i6c28c87ee0e24f5db200f0cea56475f4_190)[6](#i6c28c87ee0e24f5db200f0cea56475f4_190) | | |

| (6) Goodwill | | | [12](#i6c28c87ee0e24f5db200f0cea56475f4_193)[9](#i6c28c87ee0e24f5db200f0cea56475f4_193) | | |

| (7) Regulatory Matters | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_196)[31](#i6c28c87ee0e24f5db200f0cea56475f4_196) | | |

| (9) Fair Value Measurements | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_220)[4](#i6c28c87ee0e24f5db200f0cea56475f4_220)[7](#i6c28c87ee0e24f5db200f0cea56475f4_220) | | |

| (11) Equity | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_229)[51](#i6c28c87ee0e24f5db200f0cea56475f4_229) | | |

| (14) Commitments and Contingencies | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_244)[6](#i6c28c87ee0e24f5db200f0cea56475f4_244)[4](#i6c28c87ee0e24f5db200f0cea56475f4_244) | | |

| (16) Reportable Segments | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_250)[7](#i6c28c87ee0e24f5db200f0cea56475f4_250)[2](#i6c28c87ee0e24f5db200f0cea56475f4_250) | | |

| (19) Leases | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_259)[7](#i6c28c87ee0e24f5db200f0cea56475f4_259)[8](#i6c28c87ee0e24f5db200f0cea56475f4_259) | | |

| (20) Subsequent Events | | | [1](#i6c28c87ee0e24f5db200f0cea56475f4_262)[81](#i6c28c87ee0e24f5db200f0cea56475f4_262) | | |

February 20, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

See Combined Notes to Consolidated Financial Statements

| Non-current regulatory assets and liabilities | | | (644) | | | | | | (109) | | | | | | 167 | | |

| Proceeds from sale of equity securities, net of transaction costs | | | — | | | | | | — | | | | | | 702 | | |

| Payment of obligation for finance lease | | | — | | | | | | — | | | | | | (485) | | |

| Taxes receivable | | | — | | | | | | 38 | | |

| Interest accrued | | | 108 | | | | | | 99 | | |

| Taxes receivable | | | 38 | | | | | | (38) | | | | | | — | | |

| Non-current regulatory assets and liabilities | | | (608) | | | | | | (136) | | | | | | (21) | | |

| Contribution from parent | | | | | | | | | 844 | | | | | | | | | | | | 885 | | | | | | | | | | | | 1,143 | | |

| Other | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 1 | | |

amount of allowable costs and return on invested capital included in rates and any refunds that may be required.

| Taxes receivable | | | 46 | | | | | | 101 | | |

| Interest accrued | | | 82 | | | | | | 70 | | |

| Gain on divestitures | | | — | | | | | | — | | | | | | (557) | | |

| Taxes receivable | | | 55 | | | | | | (89) | | | | | | — | | |

| Current regulatory assets and liabilities | | | (85) | | | | | | 1,098 | | | | | | 112 | | |

| Non-current regulatory assets and liabilities | | | (31) | | | | | | 54 | | | | | | 132 | | |

| Contribution from parent | | | | | | | | | 290 | | | | | | | | | | | | 500 | | | | | | | | | | | | 289 | | |

| Dividend to parent for sale of Arkansas and Oklahoma Natural Gas businesses | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | (720) | | |

As of December 31, 2024, CenterPoint Energy’s operating subsidiaries were as follows:

On June 30, 2023, CenterPoint Energy completed the sale of its indirect subsidiary, Energy Systems Group, to an unaffiliated third party.

The transaction is expected to close in the first quarter of 2025.

CERC’s cost of replacing inventories carried at LIFO cost was $4 million more than the carrying value at December 31, 2024.

Based on those evaluations, the principal executive officer and principal financial officer, in each case, concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2024] [added: 2025] to provide assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in the Registrants’ internal controls over financial reporting that occurred during the three months ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Registrants’ principal executive and principal financial officers and effected by [removed: CenterPoint Energy’s board of directors,] [added: the Board, as well as the Registrants’] management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Based on the Registrants’ evaluation under the framework in *Internal Control — Integrated Framework* (2013), the Registrants’ management has concluded, in each case, that their internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Deloitte & Touche LLP, CenterPoint Energy’s independent registered public accounting firm, has issued an attestation report on the effectiveness of CenterPoint Energy’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] which is set forth below.

To the Shareholders and the Board of Directors of [added: CenterPoint Energy, Inc.]

We have audited the internal control over financial reporting of CenterPoint Energy, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 20, 2025,] [added: 19, 2026,] expressed an unqualified opinion on those financial statements.

The [removed: Company’s] [added: Company's] management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: *Management’s*] Annual Report on Internal Control over Financial Reporting.

February 19, 2026

CenterPoint Energy, Inc.

February 20, 2025

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of CenterPoint Energy, Houston Electric or CERC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

For CenterPoint Energy, the information called for by Item 10, to the extent not set forth in “Information About Our Executive Officers” in Item 1 of Part I of this report, will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2025] [added: 2026] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 11 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2025] [added: 2026] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 12 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2025] [added: 2026] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 13 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2025] [added: 2026] annual meeting of shareholders pursuant to SEC Regulation 14A.

For CenterPoint Energy, the information called for by Item 14 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s [removed: 2025] [added: 2026] annual meeting of shareholders pursuant to SEC Regulation 14A.

Aggregate fees billed to Houston Electric and CERC during the [removed: years ended December 31, 2024 and 2023] [added: periods presented] by their principal accounting firm, Deloitte & Touche LLP, are set forth below.

| Audit fees (1) | | | $ | [removed: 948,480] [added: 2,443,540] | | | | | $ | [removed: 1,337,600] [added: 3,829,800] | | | | | $ | [removed: 843,661] [added: 948,480] | | | | | $ | [removed: 1,155,700] [added: 1,337,600] | |

| Audit-related fees (2) | | | [removed: 1,088,145] [added: 1,412,641] | | | | | | [removed: 449,000] [added: 284,500] | | | | | | [removed: 530,000] [added: 1,088,145] | | | | | | [removed: 410,000] [added: 449,000] | | |

| Total audit and audit-related fees | | | [removed: 2,036,625] [added: 3,856,181] | | | | | | [removed: 1,786,600] [added: 4,114,300] | | | | | | [removed: 1,373,661] [added: 2,036,625] | | | | | | [removed: 1,565,700] [added: 1,786,600] | | |