CENTERPOINT ENERGY INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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CenterPoint Energy, Inc.​

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Energy for

what matters most

Welcome to the CenterPoint Energy Annual Shareholder Meeting

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March 4, 2026

Dear Fellow Shareholders:

On behalf of the Board of Directors (Board), I am pleased to invite you to attend our annual shareholder meeting (Annual Meeting) to be held on April 16, 2026, at 8:30 a.m. central time in our auditorium located at 1111 Louisiana Street in Houston, Texas. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting and Proxy Statement.

At CenterPoint Energy, Inc. (CenterPoint Energy or the Company), we believe our strategic positioning and investment outlook support a compelling long-term growth profile. Our strategy is focused on enabling unprecedented growth and economic development across numerous sectors, while enhancing system resiliency and strengthening energy security across our service territories and keeping a keen eye toward customer affordability.

In September 2025, we announced a company-record, ten-year capital plan, which we further increased in February 2026, for approximately $65.5 billion of investment through 2035, including investments aimed at advancing economic growth, improving the customer experience through enhancing the safety, reliability, and resiliency of our systems, and delivering consistent value for all stakeholders. We believe this plan positions us to support the incredible growth in the nation’s most dynamic and economically diverse markets, strengthen system resiliency, and advance energy security through innovation—all while maintaining a relentless focus on customer affordability.

As we enter 2026, we believe that we are well positioned with the right strategy, the right leadership team, and a constructive regulatory environment to enable us to deliver on our commitments. Each year, we strive to move closer to realizing our vision of becoming the most admired utility in the United States.

Reflections on 2025:

Strategic Plan Execution

We believe we have one of the most tangible long-term growth plans in the industry that has resulted in strong outcomes for our stakeholders. This past year was yet another illustration of our ability to execute on this plan for the benefit of our customers, communities, and shareholders.

Over the course of the year, we delivered meaningful improvements in both electric reliability and resilience. This included making significant progress on an important commitment by completing major portions of the Greater Houston Resiliency Initiative (GHRI), which we announced in 2024, ahead of the 2025 hurricane season, and we continue to work to enhance the resiliency and reliability of the Company’s grid in the Greater Houston area. We also began delivering on our System Resiliency Plan in 2025 and will seek to continue progress towards our goal of building and operating the most resilient coastal grid in the nation over the coming years. Additionally, in 2025, we continued leading a thoughtful and disciplined generation transition in our Indiana service territory, filing our 2025 Integrated Resource Plan that provided our stakeholders further clarity on our plans to replace aging baseload generation with modern, flexible, and more affordable fuel sources. In our natural gas business, we are continuing our work to modernize our infrastructure, which includes becoming a leading deployer of Intelis smart meters on our systems and eliminating all known remaining cast-iron pipe in our systems as of the end of 2025, as part of our efforts to build and operate the safest gas systems in the country.

Our 2025 financial results highlight our ability to create sustainable, long-term value. I am proud to report that during the year we both increased and delivered on our 2025 non-GAAP EPS guidance. In addition, we increased our long-term annual non-GAAP EPS growth outlook to 7-9% through 2035, targeting the mid-to-high end of the range from 2026 to 2028.* This latest year of strong financial performance extends a track record of delivering top quartile growth among our peers for our shareholders.

As we move forward, we remain focused on executing on our capital investment plans to enable growth and improve customer outcomes for the benefit of all our stakeholders.

Board Changes

In October of 2025, I was humbled when the Board appointed me as its new Chair, succeeding long-time Board member Phillip Smith, who served as Chair since 2024 and will retire from the Board prior to the Annual Meeting. On behalf of the entire Board, I congratulate Phil on his retirement and thank him for his commitment to serving the Company and valuable contributions during a period of significant transition. I also thank Christopher Franklin, who provides strong independent Board leadership in his role as the Board’s Lead Independent Director. Together with the entire Board, we are committed to advancing CenterPoint Energy’s long-term strategy and executing our new ten-year capital plan for the benefit of our customers, communities, and shareholders.

We continue to believe that having a Board composed of directors possessing a comprehensive and complementary mix of skills, experiences, perspectives, and qualifications is critical to our Board’s ability to oversee the Company’s strategy and risk management. Accordingly, as part of the Board’s ongoing refreshment process, the Board is excited to nominate Michael A. “Casey” Herman to the Board. Mr. Herman has significant financial and accounting expertise as a former senior audit partner and U.S. Utility & Power Sector Leader at one of the largest professional service firms in the world. Additionally, if elected, Mr. Herman would bring to our Board nearly three decades of experience leading complex audits and providing consulting services for companies in the utility industry. The Board believes that Mr. Herman would provide the Board with valuable skills and perspectives as it oversees the Company’s financial statements, enterprise risk management, and compliance with legal and regulatory requirements, particularly as the Company continues to execute and make significant investments pursuant to our ten-year capital plan. For further information on our nominees to the Board, please see Item 1. Election of Directors in the Proxy Statement.

Management Team Changes

Delivering at pace on the incredible scope of work contemplated in our ten-year capital plan to support the unprecedented growth that we anticipate in our service territories requires a high-performing management team. A core responsibility of the Board is overseeing executive succession planning such that the Company maintains a highly qualified management team capable of executing this ambitious strategy and enabling smooth transitions as organizational changes occur. In 2025, the Board continued to actively oversee and advise on executive succession planning and leadership development. During the year, we were pleased to welcome several new leaders to CenterPoint Energy, including Jesus Soto, Jr., who was appointed as Executive Vice President and Chief Operating Officer effective August 11, 2025. With this experienced management team in place, we believe CenterPoint Energy is well positioned to execute our strategy and deliver on the significant opportunities ahead.

2026 Annual Meeting of Shareholders

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. You may vote on the internet; by telephone; or by completing, signing, dating, and returning a proxy card or voting instruction form.

Thank you for your investment and continued support of CenterPoint Energy.

Sincerely,

Jason P. Wells

Chair of the Board, President, and Chief Executive Officer

Disclaimers regarding forward-looking statements, our energy transition goals, and non-GAAP financial metrics, including a reconciliation of 2025 non-GAAP measures to the nearest GAAP metric, can be found in Appendix A. CenterPoint Energy is unable to present a quantitative reconciliation of forward-looking non-GAAP diluted earnings per share without unreasonable effort because changes in the value of the Company’s 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENs) and related securities, future impairments, and other unusual items are not estimable and are difficult to predict due to various factors outside of management’s control.

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