Ryan Jason Michael 4
4 · CENTERPOINT ENERGY INC · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
CenterPoint (CNP) EVP Ryan Michael Receives Award, Withholds Shares
What Happened
- Ryan Jason Michael, Executive Vice President, Regulatory Services & Government Affairs at CenterPoint Energy (CNP), had 69,271 performance shares vest on 2026-02-19 (reported on Form 4). Of those vested shares, 31,681 shares were withheld to satisfy tax obligations (two withholding transactions), generating proceeds of $1,350,878 based on a $42.64 per-share value. The remaining net increase from the vesting was 37,590 shares added to his holdings (69,271 vested less 31,681 withheld).
- Transaction types reported: A = award/acquisition (vesting of performance shares) and F = shares withheld/disposed to pay taxes. The withheld shares were used for tax withholding (not an open-market sale).
Key Details
- Transaction date: 2026-02-19; Form 4 filed: 2026-02-23 (filing appears late).
- Awards/vests: 69,271 performance shares granted/vested (code A) at $0.00 acquisition cost.
- Withholdings (code F): 23,868 shares @ $42.64 = $1,017,732; 7,813 shares @ $42.64 = $333,146. Total withheld proceeds ≈ $1,350,878.
- Net shares added to holdings from this event: 37,590 shares (69,271 vested − 31,681 withheld).
- Notable footnotes: F1–F3 confirm these were vesting events (performance shares and time-based RSUs) with shares withheld for taxes. F4 details remaining RSU awards and vesting conditions (some RSUs vest in 2027–2029 and are conditioned on continued employment and achievement of positive operating income). F5 notes equivalent shares held in the company savings plan.
- Filing timeliness: The Form 4 was filed 4 days after the transaction date; this appears late relative to the usual 2-business-day reporting window and may attract regulatory or investor attention.
Context
- This was a vesting/tax-withholding event, not an open-market sale or a purchase signal. Withholding to pay taxes is routine when equity awards vest; it reduces the newly acquired shares rather than indicating a discretionary sale.
Insider Transaction Report
Form 4
Ryan Jason Michael
EVP, Reg. Svcs. & Gov. Affairs
Transactions
- Award
Common Stock
[F1]2026-02-19+69,271→ 244,837 total - Tax Payment
Common Stock
[F2]2026-02-19$42.64/sh−23,868$1,017,732→ 220,969 total - Tax Payment
Common Stock
[F3][F4]2026-02-19$42.64/sh−7,813$333,146→ 213,156 total
Holdings
- 3,838(indirect: By Savings Plan)
Common Stock
[F5]
Footnotes (5)
- [F1]Vesting of performance shares awarded in 2023 under the Issuer's long-term incentive plan (the "Plan").
- [F2]Shares withheld for taxes upon vesting of performance shares.
- [F3]Shares withheld for taxes upon vesting of time-based restricted stock units ("RSUs").
- [F4]Total includes previous awards under the Plan of (i) 3,139 RSUs vesting in February 2027, (ii) 6,568 RSUs vesting in two equal installments in February 2027 and 2028, and (iii) 13,666 RSUs vesting in three equal installments in February 2027, 2028, and 2029. The above awards shall vest (a) upon continued employment with the Issuer through the respective vesting date, (b) in the event of earlier disability or death, or (c) on a full or pro-rata basis upon earlier retirement, subject to satisfaction of certain conditions. All vesting is conditioned upon achievement of positive operating income for the year preceding the applicable vesting date except in the case of death or disability.
- [F5]Equivalent shares held in CenterPoint Energy, Inc. Savings Plan.
Signature
Vincent A. Mercaldi,
Attorney-in-Fact|2026-02-23