Jason P. Wells - Feb 15, 2023 Form 4 Insider Report for CENTERPOINT ENERGY INC (CNP)

Role: President, COO & CFO
Signature: By Vincent A. Mercaldi, Attorney-in-Fact
Stock symbol: CNP
Transactions as of: Feb 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/17/2023, 03:35 PM
Previous filing: Dec 27, 2022
Next filing: Feb 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNP	Common Stock	Award	$0	+33.6K	+55.16%	$0.00	94.6K	Feb 15, 2023	Direct	F1, F2
holding	CNP	Common Stock						45.6K	Feb 15, 2023	Wells/Koehler Family Trust

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Time-based restricted stock units ("RSUs") awarded under the Issuer's Long-Term Incentive Plan (the "Plan") and vesting (i) in February 2026 if the Reporting Person ("R.P.") continues to be an employee of Issuer from the grant date through the vesting date, (ii) in the event of his earlier disability or death, (iii) on a pro-rata basis upon his earlier retirement unless he satisfies various conditions for full vesting or (iv) if the R.P. is not promoted to Chief Executive Officer by January 1, 2025, upon his termination without cause or resignation after such date, provided, however, that any such vesting is conditioned upon positive operating income in the last full calendar year of the restricted period except in the case of death or disability.
F2	Total includes (i) 25,631 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in September 2023, (ii) 19,209 RSUs previously awarded under the Plan and vesting in February 2024, and (iii) 16,154 RSUs previously awarded under the plan and vesting in February 2025. The above awards shall vest (a) if the R.P. continues to be an employee of Issuer from grant date through vesting date, (b) in the event of her disability or death, or (c) on pro-rata basis upon retirement unless full vesting conditions satisfied. However, for shares vesting in February 2024 and February 2025, any such vesting is conditioned upon positive operating income in the last full calendar year of the restricted period except in the case of death or disability.

Content

Time-based restricted stock units ("RSUs") awarded under the Issuer's Long-Term Incentive Plan (the "Plan") and vesting (i) in February 2026 if the Reporting Person ("R.P.") continues to be an employee of Issuer from the grant date through the vesting date, (ii) in the event of his earlier disability or death, (iii) on a pro-rata basis upon his earlier retirement unless he satisfies various conditions for full vesting or (iv) if the R.P. is not promoted to Chief Executive Officer by January 1, 2025, upon his termination without cause or resignation after such date, provided, however, that any such vesting is conditioned upon positive operating income in the last full calendar year of the restricted period except in the case of death or disability.

Total includes (i) 25,631 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in September 2023, (ii) 19,209 RSUs previously awarded under the Plan and vesting in February 2024, and (iii) 16,154 RSUs previously awarded under the plan and vesting in February 2025. The above awards shall vest (a) if the R.P. continues to be an employee of Issuer from grant date through vesting date, (b) in the event of her disability or death, or (c) on pro-rata basis upon retirement unless full vesting conditions satisfied. However, for shares vesting in February 2024 and February 2025, any such vesting is conditioned upon positive operating income in the last full calendar year of the restricted period except in the case of death or disability.