UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January ~~June 17~~16, ~~2024~~2026

CENTERPOINT ENERGY RESOURCES CORP.

	Registrant, State or Other Jurisdiction of Incorporation or Organization
Commission file number	Address of Principal Executive Offices, Zip Code and Telephone Number			I.R.S. Employer Identification No.
1-13265	CenterPoint Energy Resources Corp.			76-0511406
	(a Delaware corporation)
	1111 Louisiana
	Houston	Texas	77002
	(713)	207-1111

(Exact name of registrant as specified in its charter)

Delaware		1-13265		76-0511406
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

1111 LouisianaHouston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 207-1111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
6.625% Senior Notes due 2037	n/a	The New York Stock Exchange

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
6.625% Senior Notes due 2037		n/a		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐ ¨

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

Item 1.01 Entry into a Material Definitive Agreement.

On ~~June~~January 1716, ~~2024~~2026, CenterPoint Energy Resources Corp. (the “~~CERC~~Company”), Toronto Dominion (Texas) LLC, as administrative agent, and the banks party thereto entered into ana ~~Underwriting~~$800 ~~Agreement~~million delayed draw term loan agreement (the “~~Underwriting~~Term Loan Agreement”). ~~with~~Under ~~BNY~~the ~~Mellon~~terms ~~Capital~~of ~~Markets,~~the ~~LLC,~~Term Loan ~~U.S. Bancorp Investments~~Agreement, ~~Inc.~~the ~~and~~Company ~~Wells~~may ~~Fargo~~borrow ~~Securities,~~up ~~LLC,~~to asan ~~representatives~~aggregate of ~~the~~$800 ~~several~~million ~~Underwriters~~by ~~named~~March 30, 2026 in ~~Schedule~~up I to ~~the~~three ~~Underwriting~~separate ~~Agreement (the “Underwriters”)~~borrowings, ~~relating~~ subject to the ~~underwritten~~satisfaction ~~public~~or ~~offering~~waiver of ~~$400~~certain customary conditions. If not fully utilized,~~000,000~~ ~~aggregate~~the ~~principal~~term ~~amount~~loan ofcommitments ~~CERC’s~~expire 5on March 31, 2026.~~40%~~ ~~Senior~~The ~~Notes~~Company ~~due~~intends ~~2034~~to (use the ~~“Notes”).~~proceeds ~~The~~thereof ~~offering~~for isgeneral ~~being~~corporate ~~made~~purposes. ~~pursuant~~The tomaturity ~~CERC’s~~date ~~registration~~for ~~statement~~the onborrowings ~~Form~~under ~~S-3~~the ~~(Registration~~Term Loan ~~No.~~Agreement is July ~~333-272025-01)~~16, 2027.

~~The~~Borrowings ~~Notes~~under ~~are being issued pursuant to~~ the ~~Indenture,~~Term Loan ~~dated~~Agreement asbear ~~of February 1~~interest, ~~1998~~at (the ~~“Base~~Company’s ~~Indenture”)~~option, ~~between~~at ~~CERC~~a ~~(formerly~~rate ~~NorAm~~equal ~~Energy~~to ~~Corp.~~either (i) Term ~~and~~SOFR ~~The Bank of New York Mellon Trust Company, N.A.~~ (~~successor~~as todefined ~~JPMorgan~~in ~~Chase~~the ~~Bank,~~Term ~~National~~Loan Agreement) ~~Association~~plus ~~(formerly~~a ~~Chase~~margin ~~Bank~~ of ~~Texas,~~0.85% ~~National~~or ~~Association)), as trustee~~ (~~the “Trustee”~~ii)~~, and Supplemental Indenture No.~~ ~~25 to~~ the Alternate Base ~~Indenture~~Rate ~~to be dated~~ (as ofdefined ~~June 20,~~in ~~2024 between CERC and~~ the ~~Trustee~~Term ~~(the~~Loan ~~“Supplemental Indenture”~~Agreement). The ~~form,~~Term ~~terms~~Loan ~~and~~Agreement contains ~~provisions~~certain ~~of the Notes are further described in the Supplemental Indenture and the prospectus supplement of CERC dated June 17~~covenants, ~~2024,~~including ~~together~~a ~~with~~covenant ~~the~~that ~~related~~requires ~~prospectus dated May 17, 2023, as filed with~~ the ~~Securities~~Company ~~and~~not ~~Exchange~~to ~~Commission~~exceed ~~under~~a ~~Rule~~specified ~~424(b)(2)~~ratio of ~~the~~consolidated ~~Securities~~debt ~~Act~~to ofconsolidated capitalization ~~1933~~(excluding, asamong ~~amended,~~other ~~on June 18~~things, ~~2024,~~non-cash ~~which~~reductions ~~description~~to isnet ~~incorporated herein by reference~~income).

~~The~~Borrowings ~~Underwriters~~under ~~and~~the ~~their~~Term Loan ~~affiliates~~Agreement ~~are full service financial institutions engaged in various activities, which~~ may ~~include~~be ~~securities~~voluntarily ~~trading,~~prepaid ~~commercial~~without ~~and~~penalty ~~investment~~or ~~banking~~premium, ~~financial~~other ~~advisory,~~than ~~investment~~customary ~~management,~~breakage ~~investment~~costs ~~research,~~related ~~principal~~to ~~investment,~~prepayments ~~hedging, financing and brokerage activities. In the ordinary course~~ of ~~their~~loans that ~~respective~~bear ~~businesses,~~interest ~~certain~~based ofon ~~the~~Term ~~Underwriters~~SOFR. ~~and/or~~The ~~their~~Term ~~affiliates~~Loan ~~have~~Agreement ~~engaged,~~also ~~and~~provides ~~may~~a inmechanism ~~the~~to ~~future~~replace ~~engage,~~Term inSOFR ~~commercial banking, investment banking, trust~~ or ~~investment~~other ~~management~~then-applicable interest ~~transactions~~rate ~~with~~benchmark ~~CERC~~if ~~and~~it ~~its~~is ~~affiliates~~no ~~for~~longer ~~which they have received, and will in the future receive, customary compensation~~available.

ABorrowings ~~copy~~under of the ~~Underwriting~~Term Loan Agreement, ~~the~~are ~~Base~~subject ~~Indenture~~to ~~and~~acceleration upon the ~~form~~occurrence of ~~Supplemental~~events ~~Indenture~~of ~~(including~~default that the ~~form~~Company ofconsiders ~~Notes)~~customary. ~~have~~The ~~been~~Term ~~filed~~Loan Agreement asalso ~~Exhibits~~provides ~~1.1,~~for ~~4.1~~customary ~~and 4.2~~fees, ~~respectively,~~including toadministrative ~~this~~agent ~~Current~~fees, ~~Report~~ticking onfees ~~Form 8-K~~ and ~~are~~other ~~incorporated by reference herein~~fees.

The Toronto-Dominion Bank, New York Branch, PNC Bank, National Association and The Bank of Nova Scotia have each committed to provide funding under the Term Loan Agreement and each of them and/or their respective affiliates have performed depository and other banking, investment banking, trust, investment management and advisory services for the Company and its affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for the Company and its affiliates in the ordinary course of its business. Affiliates of Toronto Dominion (Texas) LLC also participate in the credit facilities of the Company and its affiliates.

The Term Loan Agreement described above is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent required by Item 2.03 of Form 8-K, the information regarding the Term Loan Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

The ~~exhibits~~exhibit ~~listed~~list below ~~are~~ is filed herewith. The Term Loan Agreement included as an exhibit is included only to provide information to investors regarding its terms. The Term Loan Agreement listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and such agreement should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.

Agreements and forms of agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements and forms of agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement or form of agreement should be relied upon as constituting or providing any factual disclosures about CERC, any other persons, any state of affairs or other matters.

(d)

Exhibits.

EXHIBITNUMBER		EXHIBIT DESCRIPTION
EXHIBIT NUMBER		EXHIBIT DESCRIPTION
1.1		Underwriting Agreement dated June 17, 2024, among CenterPoint Energy Resources Corp., BNY Mellon Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named in Schedule I thereto.
10.1		Term Loan Agreement, dated as of January 16, 2026, among CenterPoint Energy Resources Corp., as Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, and the banks named therein.
4.1		Indenture dated as of February 1, 1998, between CenterPoint Energy Resources Corp. (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas)), as trustee (incorporated by reference to Exhibit 4.1 to CERC’s Current Report on Form 8-K dated February 5, 1998).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

4.2		Form of Supplemental Indenture No. 25, to be dated as of June 20, 2024, to the Indenture between CenterPoint Energy Resources Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3		Form of Notes (included in Exhibit 4.2 hereto).
5.1		Opinion of Baker Botts L.L.P.
23.1		Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTERPOINT ENERGY RESOURCES CORP.		~~CENTERPOINT ENERGY RESOURCES CORP.~~
Date: June 18, 2024			By:	/s/ Kristie L. Colvin
Date: January 16, 2026	By:	/s/ Kristie L. Colvin
		Kristie L. Colvin		~~Kristie L. Colvin~~
		Senior Vice President and Chief Accounting Officer		~~Senior Vice President and Chief Accounting Officer~~

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