CENTERPOINT ENERGY INC — Director's Dealing 2021

Mar 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2021-02-25

Reporting Person: CARROLL MILTON (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-25	Common Stock	A	32274	$0.00	Acquired	268638	Direct
2021-02-25	Common Stock	F	8996	$19.75	Disposed	259642	Direct

Footnotes

F1: Vesting of performance shares awarded in 2018 under the Issuer's Long-term Incentive Plan.

F2: Shares withheld for taxes upon vesting of performance shares.

F3: Total includes (i) 23,742 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2022, (ii) 30,250 RSUs previously awarded under the Plan and vesting in February 2023, and (iii) 36,416 RSUs previously awarded under the Plan and vesting in February 2024. The above awards shall vest (a) if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and (b) in the event of his disability or death. Also, the above awards shall vest on a pro-rata basis in the event of his retirement unless he satisfies various conditions for full vesting. For all above awards, Reporting Person is treated as currently retirement eligible. However, for shares vesting in February 2024, 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.

F4: Additionally, includes fully-vested RSUs previously awarded under the Plan, with 25,947 of the underlying shares paid in July 2021 and 25,947 paid in July 2022; provided, however, if the Reporting Person earlier separates from the Company such that he is neither an employee nor director, any remaining unpaid shares under the award will be payable upon his separation.