CENTERPOINT ENERGY INC 8-K

What Happened
CenterPoint Energy announced on February 26, 2026 that it completed a private offering of $650,000,000 aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (including a $50M exercise of the initial purchasers’ option). The notes were issued under an Indenture with The Bank of New York Mellon Trust Company, N.A. as trustee and were sold to institutional buyers in a Rule 144A/private placement. Net proceeds were approximately $641.5 million after discounts and fees.

Key Details

• Issue date / closing: February 26, 2026; maturity date: May 15, 2029. Interest: 2.875% per year, paid semiannually (May 15 and Nov 15), first payment Nov 15, 2026.
• Conversion: initial conversion rate of 18.6524 shares of common stock per $1,000 principal (approx. $53.61 per share). The filing also notes an initial maximum conversion rate of 23.3154 shares per $1,000, under which up to 15,155,010 shares could be issued. Conversion mechanics allow cash, stock, or a combination at the company’s election.
• Transferability and registration: sold privately under Section 4(a)(2) and resold to qualified institutional buyers under Rule 144A; the notes and any shares issuable on conversion are restricted to transactions exempt from registration.
• Other protections/features: no company redemption prior to maturity; holders may require repurchase at 100% of principal plus accrued interest upon certain fundamental changes; notes are senior unsecured obligations and rank equal to other unsecured indebtedness.

Why It Matters
This financing raises immediate capital (~$641.5M net) for CenterPoint while offering investors a low fixed interest cost (2.875%) plus optional upside through conversion to common stock. For shareholders, conversion terms (conversion price and potential share issuance) are important because conversions would dilute outstanding shares. For creditors and bondholders, the notes are senior unsecured and rank alongside the company’s other unsecured debt. The filing also confirms the issuance was a private, institutional placement rather than a registered public offering.