CENTERPOINT ENERGY, INC. INSIDER TRADING POLICY Revised: February 14, 2025 I. Purpose The purpose of this Insider Trading Policy (this “Policy”) is to set out the general standards regarding transactions in the securities of CenterPoint Energy, Inc. and its subsidiaries (collectively, the “Company”). It has been adopted to promote compliance with securities laws that prohibit certain individuals who are aware of material nonpublic information about a company from (i) transacting in securities of that company, or (ii) providing material nonpublic information to other persons who may transact on the basis of that information (“Insider Trading”). Because the Company is committed to conducting its business affairs in a manner consistent with the highest ethical standards and all applicable legal requirements, it will be a violation of this Policy for officers, employees, directors, contractors and consultants of the Company to engage in Insider Trading. II. Policy It is the policy of the Company that no officer, employee, member of the Board of Directors of the Company (each, a “Director”), Related Person (as defined below), or contractor or consultant of the Company (collectively, “Insiders”) who is aware of material nonpublic information relating to the Company may, directly, or indirectly, either (i) transact in Company Securities (as defined below), or (ii) pass on such information to others, except in the limited circumstances described in Section IV.A. below. Additionally, while the guidelines and transaction restrictions in the Policy are not applicable to transactions by the Company itself, transactions by the Company will only be made in accordance with applicable securities laws, including those relating to insider trading. “Company Securities” include common stock, including shares held through a company stock fund under the Company’s Savings Plan (as discussed below in Section IV), preferred stock, debt securities and convertible securities of the Company, and derivative securities (whether or not issued by the Company) such as options, puts and calls and any other security that relates to, or derives its value by reference to, any securities issued by the Company. Transactions subject to this Policy include purchases, sales, gifts or other transfers or acquisitions and dispositions of Company Securities, as well as the securities of other companies in certain circumstances as set forth in Section IV.C. below. Investments in mutual funds, index funds and exchange‐traded funds that, in each case, are invested in a broad portfolio of companies, including Company Securities, are not transactions subject to this Policy as long as (i) the Insider does not control the investment decisions on individual stocks within the fund or portfolio and (ii) Company Securities do not represent a substantial portion of the assets of the fund or portfolio. Additional restrictions in transacting in Company Securities apply to Directors, officers and certain Designated Employees (as defined below). Such additional restrictions are discussed below in Section V.
III. Definition/Explanations A. What is “Material” Information? The materiality of information depends upon the circumstances. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or the information could reasonably be expected to affect the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, whether debt or equity. Depending on the circumstances, some examples of information that may be material include: financial results, financial condition, earnings pre‐announcements or guidance, projections, or forecasts, particularly if inconsistent with a company’s public guidance or the expectations of the investment community; restatements of financial results, material impairments, write‐offs, or restructurings; significant corporate events, such as a pending or proposed merger, joint venture, or tender offer, a significant investment, the acquisition or disposition of a significant business or asset, or a change in control of a company; significant legal or regulatory developments, whether positive or negative, actual or threatened, including litigation or the resolution of litigation; the occurrence of, or active investigation into, a significant cybersecurity risk, cybersecurity incident, or data breach; the creation of significant financial obligations or any default under or acceleration of any financial obligation; significant changes in a company’s objectives or long‐term capital plan; major personnel changes, such as changes in senior management, or major labor negotiations or disputes; major events involving a company’s securities, including calls of securities for redemption, adoption of stock repurchase programs, stock splits, changes in dividend policies, public or private securities offerings, modifications to the rights of security holders or notice of delisting from a national securities exchange; and impending bankruptcy or financial liquidity problems. The above list is for illustrative purposes only and is not an exhaustive list of all types of information that may be considered “material” depending on the circumstances.
B. What is “Nonpublic” Information? Information is “nonpublic” if it is not generally known or available to the public. For information to be considered public, it must be widely disseminated in a manner making it generally available to the investing public such as through a report filed with the Securities and Exchange Commission (the “SEC”), media outlets such as Dow Jones, Reuters Economic Services, The Wall Street Journal, the Associated Press, or United Press International, or through other means that are reasonably designed to provide broad non‐exclusionary access to the information (e.g., information provided during the Company’s quarterly earnings calls or on the Investors section of the Company’s website). The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after information is widely disseminated, a reasonable period of time must elapse for the market to fully absorb the information for the information to be considered “public.” As a general rule, an Insider must allow approximately two full trading days to elapse following public disclosure before information is considered to be “public.” Nevertheless, depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific information. C. Who is a “Related Person”? For purposes of this Policy, a “Related Person” includes (1) your spouse, minor children and anyone else living in your household, (2) any family member who does not live in your household, but whose transactions in securities are directed by you or are subject to your influence and control, or (3) any entity that you have the power to influence or control, including but not limited to any corporations, limited liability companies, partnerships, or trusts, whether through having substantial beneficial ownership, serving as trustee or in any other manner. Although a person’s parent, child or sibling may not be considered a Related Person, a parent or sibling may be a “tippee” for securities laws purposes. This Policy applies to Related Persons and you are responsible for the transactions of such other persons or entities. Therefore, you are responsible for assuring that Related Persons adhere to this Policy and you should make them aware that they need to confer with you before they transact in Company Securities. IV. Guidelines A. Non‐disclosure of Material Nonpublic Information Material nonpublic information regarding the Company or other companies as set forth in Section IV.C. below must not be disclosed to anyone except certain designated persons within the Company or certain third‐party agents (such as investment banking advisors or outside legal counsel) whose positions require them to know it until the information has been publicly released by the Company or is no longer material, unless such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company.
B. Recommendations Regarding Company Securities Are Prohibited You must never recommend that another person hold or transact in Company Securities while you are in possession of material nonpublic information about the Company. C. Applicability Beyond the Company This Policy and the guidelines described herein also apply to material nonpublic information relating to (1) the Company’s customers, suppliers, competitors, or joint venture partners and (2) companies involved in a potential transaction or business relationship with the Company, when material nonpublic information about such companies is provided to the Company confidentially and you obtain it in the course of your employment by or affiliation with the Company. D. Post‐Termination Transactions This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. An Insider who is no longer employed by or affiliated with the Company, but who is in possession of material nonpublic information about the Company or another company as set forth in Section IV.C. above, must continue to comply with this Policy, except for the provisions regarding preclearance under Section V of this Policy, and may not transact in Company Securities or the securities of another company as set forth in Section IV.C. above until the material information in such person’s possession becomes public or is no longer material. E. Hedging Prohibited No Insider may hedge the risk of ownership of Company Securities by purchasing, selling, or writing options on Company Securities or engaging in transactions in other third‐ party derivative securities with respect to the Company Securities. Prohibited hedging or monetization transactions include a number of possible mechanisms, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. F. Application of Policy to Company Compensation and Benefit Plans and the Company’s Investor’s Choice Plan Officers and employees of the Company have the opportunity to participate in the Company’s Savings Plan and may also receive Company Securities through awards made under Company incentive compensation plans. Officers, employees and Directors may also invest in Company Securities through the Investor’s Choice Plan, the Company’s direct stock purchase and dividend reinvestment plan. In making decisions that involve your Company Securities account in the Company’s Savings Plan, awards under the Company’s incentive compensation plans, or purchases of Company Securities through the Company’s Investor’s Choice Plan, you should observe the following:
Savings Plan This Policy does not apply to your periodic contribution of money to the Company common stock fund in the Savings Plan pursuant to your payroll deduction election made when you were not aware of material nonpublic information regarding the Company. This Policy does apply, however, to certain elections you may make under the Savings Plan, including: (a) an election to begin making contributions or to increase or decrease the percentage of your periodic contributions that will be allocated to the Company common stock fund; (b) an election to make an intra‐plan transfer of an existing account balance into or out of the Company common stock fund; (c) changing your election to reinvest dividends paid on your investment in the Company common stock fund or to receive the dividends in cash; (d) an election to borrow money against your Savings Plan account if the loan will result in a liquidation of some or all of your Company common stock fund balance; and (e) an election to pre‐pay a plan loan if the pre‐payment will result in allocation of loan proceeds to the Company common stock fund. Incentive Compensation Plans This Policy does not apply to the vesting of stock awards, performance share awards, or option awards under the Company’s Long Term Incentive Plan (“LTIP”) or to the exercise of a tax withholding right under the LTIP pursuant to which you elect to have the Company withhold shares of stock to satisfy the tax withholding requirements upon the vesting of a stock award or performance share award. This Policy also does not apply to the exercise of stock option awards, including where you pay the exercise price and tax withholding using cash out‐of‐pocket or as a result of a net exercise of the options. However, this Policy does apply to any market sale of stock received by an individual under the LTIP upon the vesting of a stock award or performance share award. Additionally, this Policy applies to the sale of stock received by an individual upon the exercise of stock options (including in connection with a broker’s cashless exercise procedure). Investor’s Choice Plan This Policy does not apply to previously authorized purchases of Company Securities under the Investor’s Choice Plan resulting from your reinvestment of dividends paid on Company Securities pursuant to your election made when you were not aware of material nonpublic information regarding the Company. This Policy does apply, however, to (a) your initial election to participate in the plan, (b) changing your level of participation in the plan, (c) voluntary purchases of Company Securities resulting from additional contributions you choose to make to the plan, and (d) your sale of any Company Securities purchased pursuant to the plan. G. Avoid Speculation and Other Prohibited Transactions Officers and Directors and their Related Persons may not trade in options, warrants, puts and calls or similar instruments relating to Company Securities or sell Company Securities “short.” In addition, Insiders may not hold Company Securities in margin accounts
or pledge Company Securities as collateral for a loan. H. Rule 10b5‐1 Plans Rule 10b5‐1 (the “Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides an affirmative defense from Insider Trading liability under Rule 10b‐5 of the Exchange Act. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5‐1 plan for transacting in Company Securities that meets certain conditions specified in the Rule (a “Trading Plan”) and the Trading Plan must be entered into and approved in accordance with the Company’s Trading Plans Guidelines set forth in Exhibit A of this Policy. If the plan meets the requirements of the Rule and those listed on Exhibit A, subsequent transactions in Company Securities may occur pursuant to the Trading Plan regardless of whether such person is aware of material nonpublic information about the Company at the time of the transaction and are not subject to the prohibitions on transactions in Company Securities set forth in this Policy. V. Additional Restrictions For Directors, Officers and Certain Designated Employees The Company has established additional procedures to assist with the administration of this Policy, facilitate compliance with laws prohibiting Insider Trading, and avoid the appearance of impropriety. These additional procedures are applicable only to Directors, Section 16 Officers (as defined below), and certain employees who, by virtue of their position and access to material nonpublic information, are designated (collectively, and together with Directors and Section 16 Officers, the “Designated Individuals”) and notified thereof in writing by the Corporate Secretary as being subject to the pre‐clearance procedures and transaction restrictions described below. A. Blackout Periods In addition to being subject to all of the other limitations in this Policy, there are certain time periods during which the Designated Individuals are prohibited from transacting in Company Securities. These periods are called “Blackout Periods.” Designated Individuals are prohibited from transacting in Company Securities beginning on the 10th day of the last month of each fiscal quarter and continuing until two full trading days have passed following the dissemination of the Company’s earnings release for that quarter. In addition to these regularly scheduled Blackout Periods, the Company may from time to time require some or all Designated Individuals, and/or certain other Insiders, to refrain from transacting in Company Securities and/or the securities of another company because of the occurrence of nonpublic developments that are material to the Company and/or another company. In these cases, the persons so advised may not engage in any transaction involving Company Securities and/or the securities of such other designated company, as applicable, until advised that the restriction has been lifted, and should not disclose to others inside or outside of the Company the fact that the Company has imposed a restriction on such transactions. The Company’s officers (as that term is defined in Section 16 of the Exchange Act)
(“Section 16 Officers”) and Directors (collectively with the Section 16 Officers, the “Section 16 Group”) are prohibited from purchasing, selling or otherwise acquiring equity securities of the Company during specified pension fund Blackout Periods if the Section 16 Officer or Director acquires the equity securities in connection with service or employment. If circumstances arise necessitating imposition of a pension fund Blackout Period that triggers such a transaction prohibition, the applicable Section 16 Group members will be notified. Transaction restrictions during Blackout Periods, except with regards to pension fund Blackout Periods, do not apply to transactions made under a Trading Plan adopted in accordance with this Policy, although Trading Plans may not be adopted, modified or amended during Blackout Periods. Transacting in Company Securities by Designated Individuals outside of a Blackout Period requires pre‐clearance by the Corporate Secretary and should not be considered a “safe harbor,” as all Insiders and other persons should use good judgment at all times to comply with this Policy and applicable securities laws. B. Pre‐Clearance Designated Individuals must obtain prior written approval from the Corporate Secretary before transacting in Company Securities. Each Designated Individual should request pre‐clearance from the Corporate Secretary at least two business days in advance of any proposed transaction in Company Securities. The Corporate Secretary is under no obligation to approve a transaction submitted for pre‐clearance and may determine not to permit the transaction. Pre‐clearance of any transaction is only valid for a period of five business days and may be rescinded at any time upon notice from the Corporate Secretary. If the Designated Individual becomes aware of material nonpublic information concerning the Company before the transaction is executed, the preclearance shall be void and the transaction must not be completed. Pre‐clearance restrictions do not apply to transactions made under a Trading Plan adopted in accordance with this Policy. C. Restrictions on Dispositions – Rule 144 Reporting Members of the Section 16 Group should advise their respective brokers that they are subject to Rule 144 of the Securities Act of 1933, as amended, and that sale transactions should be handled as a Rule 144 sale. If there is any question, contact the Corporate Secretary. VI. Penalties for Insider Trading Violations of laws regarding Insider Trading may subject individuals to civil and criminal penalties, including fines and imprisonment. In addition, violations of this Policy shall be grounds for disciplinary action, including, but not limited to, termination of employment or other relationships with the Company.
VII. Individual Responsibility You are responsible for making sure that you comply with this Policy, and that any Related Person also complies with this Policy. In all cases, the responsibility for determining whether you are in possession of material nonpublic information rests with you, and any action of the Company, the Company’s legal counsel, or any other associate pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate you from liability under applicable securities laws. Please consult with your personal legal and financial advisors as needed. VIII. Administration of This Policy This Policy is administered by the Company’s Corporate Secretary, and references made herein to the Company’s Corporate Secretary shall refer to the Company’s Corporate Secretary and the Corporate Secretary’s designees. All determinations and interpretations by the Company’s Corporate Secretary shall be final and not subject to further review. Questions regarding this Policy should be directed to the Company’s Corporate Secretary.
Exhibit A Guidelines for Trading Plans Rule 10b5‐1 (the “Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides an affirmative defense from insider trading liability under Rule 10b‐5 of the Exchange Act. In order to be eligible to rely on this defense, individuals must enter into a securities trading plan that meets the conditions specified in the Rule (a “Trading Plan”). If the Trading Plan meets the requirements of the Rule, transactions in Company Securities may occur pursuant to the Trading Plan even when the person who has entered into the Trading Plan is aware of material nonpublic information. All defined terms not otherwise defined herein are as defined in the Insider Trading Policy. The following guidelines apply to Trading Plans entered into by a Director, officer or employee of the Company for purposes of transacting in Company Securities: The Trading Plan must be in writing and signed by the person adopting the Trading Plan and such person’s broker. A Trading Plan must be in a form approved in writing by the Corporate Secretary and meet the requirements of the Rule and these guidelines. Such Trading Plan should be submitted to the Corporate Secretary for approval at least seven business days prior to entry into the Trading Plan. The Trading Plan must either specify the price, number of shares and date of transactions ahead of time or provide a written formula or algorithm, or computer program, by which your broker can determine the price, amount and date of transactions. Alternatively, you may authorize your broker or another person to make transaction decisions on your behalf without any subsequent influence by you, and such person must not be aware of material nonpublic information when doing so. For the Section 16 Group, no transaction may take place under a Trading Plan until the later of (a) 90 days after adoption or modification (as specified in the Rule) of the Trading Plan or (b) two business days following the disclosure of the Company’s financial results in a Form 10‐Q or Form 10‐K for the fiscal quarter in which the Trading Plan was adopted or modified. In any event, this “cooling‐off period” is subject to a maximum of 120 days after adoption of the Trading Plan. For persons who are not in the Section 16 Group, no transaction may take place under a Trading Plan until 30 days following the adoption or modification of a Trading Plan. Individuals party to a Trading Plan may not enter into, amend, modify or terminate the Trading Plan while they are aware of material nonpublic information or during a Blackout Period to which they are subject. Further, amendments, modifications, suspensions and terminations of Trading Plans require preapproval by the Corporate Secretary. Members of the Section 16 Group must include a written representation in the Trading Plan
certifying to the Company at the time of adoption or modification of the Trading Plan that (i) the person is not aware of material nonpublic information about the Company or Company Securities, (ii) the person is adopting or modifying the Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of the prohibitions on insider trading and (iii) the Trading Plan meets all of the requirements of the Rule. Subject to certain limited exceptions specified in the Rule, you may not have outstanding (and may not subsequently enter into any additional) Trading Plans for purchases or sales of any Company Securities on the open market that cover overlapping periods. Subject to certain limited exceptions specified in the Rule, you are limited in any 12‐month period to only one Trading Plan designed to effect an open market purchase or sale of the total amount of securities subject to the Trading Plan in a single transaction in any 12‐ month period. You must enter into any Trading Plan in good faith and act in good faith with respect to any Trading Plan. A Trading Plan cannot be entered into as part of a plan or scheme to evade the prohibitions on insider trading. If the person that adopted the Trading Plan terminates the Trading Plan prior to its stated duration, such person may not transact in Company Securities until after the expiration of 30 calendar days following such termination, and then only in accordance with this Policy. The Trading Plan must provide the Company with the authority to require the suspension or cancellation of the Trading Plan at any time. Each member of the Section 16 Group understands that the approval or adoption of a Trading Plan in no way reduces or eliminates the obligations of the Company’s Section 16 Group under Section 16 of the Exchange Act, including such person’s disclosure obligations and liability for short‐swing trading. If any questions arise, such person should consult with their own counsel in implementing a Trading Plan. Further, the Company and members of the Section 16 Group must make certain disclosures in SEC filings concerning Trading Plans. Members of the Section 16 Group must provide any information requested by the Company regarding Trading Plans for the purpose of providing the required disclosure or any other disclosures that the Company deems to be appropriate under the circumstances.
