The 10-K against last year's
452 changes: 76 added, 97 removed, 275 reworded, 4 quiet changes
10-K 0001130310-26-000008 (2026-02-19) vs 10-K 0001130310-25-000040 (2025-02-20) Not compared: Legal Proceedings, Accounting Policies.
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 697 words changed in this paragraph; it is 43% similar to last year's version.
Source: Item 1A, 10-K 0001130310-26-000008 vs Item 1A, 10-K 0001130310-25-000040
MD&A 342 words changed in this paragraph; it is 40% similar to last year's version.
Source: Item 7, 10-K 0001130310-26-000008 vs Item 7, 10-K 0001130310-25-000040
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of CNP's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20. Each links to the text at sec.gov.
AddedRisk Factors
Electric’s 2022/2023 IRP recommended the conversion of F.B. Culley Unit 3 from coal to natural gas by 2027, the 2025 IRP re-evaluated this conversion in light of customer affordability concerns, among other things, and deferred the decision regarding F.B. Culley Unit 3’s replacement to a future IRP. If Indiana Electric is unable to implement its generation transition plan, it may have an adverse effect on CenterPoint Energy’s ability to execute on its energy transition goals, execute on its growth strategy, achieve its financial goals, and otherwise impact its business, financial condition, results of operations and cash flows.
AddedRisk Factors
or any completed future transactions may not be realized fully or at all, or may not be realized in the anticipated timeframe, which could adversely impact our business, financial condition, results of operations and cash flows. Finally, if such transactions are successful and thereby result in Houston Electric having fewer TEEEF units to deploy in its service territory, and conditions occur that could be or are perceived to have the potential to be addressed by Houston Electric’s deployment of TEEEF, Houston Electric could be subject to claims, demands, litigation, liability, regulatory scrutiny and loss of reputation.
AddedRisk Factors
Inherent in the regulatory process is some level of risk that jurisdictional regulatory authorities may challenge the reasonableness or prudency of operating expenses incurred or capital investments made by the Registrants or their subsidiaries and deny the full recovery of their cost of service in rates. For example, concerns about customer affordability could cause regulators to approve lesser amounts in ratemaking or cost recovery proceedings. From time to time, reviews and investigations
AddedRisk Factors
Our successful execution and completion of capital projects and programs, including those within our 10-year capital plan, are subject to substantial risks, and our business, financial condition, results of operations and cash flows could be materially affected should such efforts not be executed and completed as planned.
AddedRisk Factors
We are managing ongoing, and planning future, significant capital projects relating to, among other things, improvements to our electric and natural gas transmission and distribution infrastructure. The execution of our capital projects, including those within our 10-year capital plan, may not be completed in accordance with current expectations or produce the desired results. Our ability to execute and complete our capital projects, including Houston Electric’s proposed 765 kV and other transmission projects, in a timely and cost-effective manner and within budget is contingent upon many variables and subject to substantial risks. These variables and risks include, but are not limited to, availability of and costs for materials, equipment, commodities and qualified labor; cost and availability of financing; cost of regulatory compliance; economic and market conditions; regulatory approvals, licensing and permitting; land and easement acquisition (including requirements and constraints relating to eminent domain); regulatory, political, public and community relations risks (including in relation to customer affordability concerns); tax law; our ability to capitalize on business opportunities and such opportunities providing desirable rates of return; load growth (including our forecasts thereof) and our ability to capitalize on opportunities relating thereto; safety and environmental requirements; the ability of third parties to provide timely and satisfactory performance under their contracts; delays and cost increases; and supply chains and material constraints. Certain events that may be beyond our control may occur that materially affect the schedule, cost and performance of these projects, including Houston Electric’s proposed 765 kV and other transmission projects. These events may relate to facing public and policymaker opposition to the projects or the real or perceived cost of such projects; delays in obtaining permits; challenges in securing sufficient land/easements for projects (including challenges to our use of eminent domain); shortages in materials and qualified labor; third parties not performing as expected or required under their contracts and/or experiencing financial problems that inhibit their ability to fulfill their obligations under contracts; supply chain delays or disruptions; changes in the scope and timing of projects; strikes; and adverse weather conditions. For example, our failure to capitalize on the opportunities presented by these developments or potential large load customers delaying or cancelling their planned projects could lead to delays or the cancellation of the projects
AddedRisk Factors
included in our 10-year capital plan. Additionally, regulators may investigate the prudence of costs in our rates and examine, among other things, the reasonableness or prudence of our level of expenditures (including costs associated with our capital projects). If we do not execute or complete our capital projects, including those within our 10-year capital plan, in accordance with current expectations or if our capital plan does not produce the desired results, our business, financial condition, results of operations and cash flows could be materially affected.
AddedRisk Factors
decrease in demand for our services. For further discussion, see “Business—Environmental Matters” in Item 1 and “ —Our natural gas businesses must compete with…”
AddedRisk Factors
Indiana Electric’s coal generation; execution of the retirement or fuel conversion of Indiana Electric’s coal facilities on anticipated timelines or at all; the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of or scarcity of resources and labor, any project cancellations, construction delays or overruns (including as a result of changes in U.S. or foreign trade policies) and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; changes in applicable standards, metrics, methodologies or frameworks; and enhancement of energy efficiencies.
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AddedRisk Factors
In the planning and management of our operations, we must address existing and proposed laws and regulations regarding safety, reliability and other matters, as well as potential changes in regulatory frameworks, including reinterpretation of such regulations, initiatives by federal and state legislatures, regional transmission organizations (e.g., ERCOT and MISO), utility regulators, and taxing authorities, and actions by local jurisdictions regarding such matters. As has occurred in the past, if it were determined that we failed to comply with applicable laws and regulations or with applicable tariff provisions regarding such matters, we could become subject to fines, penalties, refund or disgorgement orders, or disallowed costs, or be required to implement additional compliance or remediation programs, the cost of which could be material. We cannot predict the impact of new laws, rules, regulations, tariffs, principles, or practices by federal or state agencies or regional transmission operators, or challenges or changes to present laws, rules, regulations, tariffs, principles, or practices and the interpretation of any adoption or change. Significant changes in the nature of the regulation of our businesses, including expiration or discontinuation of, or significant changes to, existing regulatory mechanisms, and the current federal administration’s approach to U.S. energy policy and resultant changes in regulatory enforcement priorities, and/or evolving interpretations of existing regulatory requirements, could require changes to our business planning, strategy and management of our businesses and could adversely affect our business, financial condition, results of operations and cash flows.
AddedRisk Factors
In addition, external sources of capital may not be adequate or available on reasonable terms. If we are unable to arrange future financings on acceptable terms, our ability to finance our operations and capital expenditures, including our 10-year capital plan announced in 2025 and increased in February 2026 (through which CenterPoint Energy plans to invest at least $65.5 billion through 2035), or refinance our outstanding indebtedness could be limited. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our future financing activities may be significantly affected by, among other things:
AddedRisk Factors
•general economic and capital market conditions, including inflation and recession;
AddedRisk Factors
•investor confidence in us, our regulatory environment, our industry and the markets in which we operate;
AddedMD&A
•The Electric reportable segment consisted of electric transmission and distribution services in the Texas Gulf Coast area in the ERCOT region and electric transmission and distribution services primarily to southwestern Indiana and includes power generation and wholesale power operations in the MISO region.
AddedMD&A
We continue to execute on our strategic goals for our businesses that were set in September 2025. Pursuant to this business strategy and in light of the nature of our businesses, significant capital investments are reflected in our new 10-year capital plan. In September 2025, we announced our new 10-year capital plan to invest $65 billion from 2026 through 2035, inclusive of a $2 billion increase in previously planned capital expenditures through 2030, and in February 2026, we announced an additional increase to reflect total expenditures of approximately $65.5 billion. Our 10-year capital plan is intended to advance economic
AddedMD&A
our results. To the extent population growth is affected by lower energy prices and there is financial pressure on some of our customers who operate within the energy industry, there may be an impact on the growth rate of our customer base and overall demand for our services.
AddedMD&A
The utility industry has experienced a period of rising costs and investments and an upward trend in spending, especially with respect to infrastructure investments. As noted above, we are making, and plan to continue to make, significant capital investments in our service territories under our 10-year capital plan to help operate and maintain safer, more reliable and growing electric and natural gas systems and support the electric demand growth that management is forecasting over the next decade. Rising costs and investments and the upward trend in spending are likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms. Increased rates and impacts on customer bills or the perceived potential for such impacts, particularly in the current economic environment, has caused and could continue to cause customer affordability concerns, resistance from customers and other stakeholders and increased political, regulatory, community and other scrutiny and pressures. For example, in consideration of customer affordability concerns, Indiana Electric cancelled nearly $1 billion in renewable energy generation projects in 2025. These matters could impact our ability to execute our 10-year capital plan, result in adverse ratemaking and cost recovery determinations, increased financing needs and otherwise adversely affect our business, financial condition, results of operations and cash flows. For more information regarding such risk, see Part I, Item 1A. “Risk Factors.”
AddedMD&A
Updated 10-Year Capital Plan. On September 29, 2025, CenterPoint Energy announced a new 10-year capital plan to invest $65 billion from 2026 through 2035, inclusive of a $2 billion increase in previously planned capital expenditures through 2030. On February 19, 2026, CenterPoint Energy announced an additional increase of $500 million to reflect total capital expenditures of approximately $65.5 billion through 2035. The plan is expected to advance economic growth, enhance the experience of the Registrants’ customers and deliver consistent value for stakeholders across the Registrants’ jurisdictions.
AddedMD&A
Treasury Notice 2026-7. On February 18, 2026, Treasury Notice 2026-7 was issued. This notice clarifies the computation of AFSI by including an adjustment to deduct certain repair and maintenance costs that are capitalized in the applicable financial statement. While CenterPoint Energy is still evaluating this guidance, it expects a prospective reduction to its annual CAMT liability. Additionally, CenterPoint Energy expects to be able to amend prior year tax returns to claim a refund of CAMT paid.
AddedMD&A
TEEEF. In June 2025, Houston Electric entered into the ERCOT Transaction, subject to PUCT approval, to release its 15 large (27 MW to 32 MW) TEEEF units to ERCOT at CPS Energy facilities to serve the greater San Antonio region until March 2027 unless terminated earlier pursuant to the provisions of the ERCOT Transaction, reduce its TEEEF fleet capacity and reduce its rates to reflect removal of the large TEEEF units from its fleet. Following the completion of service in the San Antonio area, Houston Electric anticipates that it would complete one or more future transactions involving its large TEEEF units. As the large TEEEF units would not be available to serve Houston Electric customers during such time, Houston Electric plans to continue to not charge customers for these units for any future periods. In November 2025, Houston Electric proposed to release its five medium (5.7 MW) TEEEF units and to remove the associated lease costs from its rates effective January 1, 2026. On February 13, 2026, Houston Electric requested continued abatement until February 27, 2026 due to continued settlement discussions. For additional information, see Note 7 to the consolidated financial statements.
AddedMD&A
CenterPoint Energy Board Leadership Structure Changes. On October 8, 2025, the Board unanimously appointed Jason P. Wells, Chief Executive Officer and President of CenterPoint Energy, to serve as Chair of the Board, effective immediately. Mr. Wells has served as a director on the Board since January 5, 2024. In addition, the Board approved the creation of a Lead Independent Director of the Board position and the independent directors of the Board unanimously appointed independent director Christopher H. Franklin to serve as the Lead Independent Director of the Board, effective immediately.
AddedMD&A
CenterPoint Energy Appointment of Chief Operating Officer. On July 21, 2025, CenterPoint Energy announced the appointment of Jesus Soto, Jr. to the position of Executive Vice President and Chief Operating Officer of CenterPoint Energy, effective August 11, 2025.
AddedMD&A
OBBBA and Executive Order 14315. On July 4, 2025, the OBBBA was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the TCJA and numerous changes to the energy tax credits initially introduced and expanded under the IRA. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Additionally, on July 7, 2025, President Trump issued Executive Order 14315, which relates to the implementation of such changes to energy tax credits. The Registrants have assessed the potential effects of the OBBBA and Executive Order 14315 and concluded that neither is expected to have a material impact on their
AddedMD&A
future financial results because the Registrants have limited generation activities qualifying for tax credits under the IRA. The Registrants will consider the impacts of the OBBBA and Executive Order 14315, as well as related guidance, on any future generation projects, including any BTAs or PPAs, as applicable.
AddedMD&A
•our ability to execute and complete our planned capital projects and programs, including those within our 10-year capital plan, in a timely and cost-effective manner and within budget, obtain the anticipated benefits of such projects, and manage costs and impacts of such projects on customer affordability;