Item 1.01. Entry into a Material Definitive Agreement.

On May 27, 2022, CenterPoint Energy Resources Corp. ("CERC"), a wholly owned subsidiary of CenterPoint Energy, Inc. (the "Company"), completed private offers to exchange (the "Exchange Offers") certain of the outstanding series of guaranteed senior notes (collectively, the "Existing Notes") issued by Vectren Utility Holdings, Inc. ("VUHI"), an indirect subsidiary of the Company, for the following senior notes issued by CERC (collectively, the "New Notes"): (i) $57,000,000 aggregate principal amount of CERC's 3.72% Senior Notes due 2023 pursuant to a Note Purchase Agreement, dated May 27, 2022, between CERC and the institutional purchasers party thereto; (ii) $60,000,000 aggregate principal amount of CERC's 5.02% Senior Notes, Series B, due 2026 and $35,000,000 aggregate principal amount of CERC's 5.99% Senior Notes, Series C, due 2041 pursuant to a Note Purchase Agreement dated May 27, 2022 between CERC and the institutional purchasers party thereto; (iii) $100,000,000 aggregate principal amount of CERC's 5.00% Senior Notes due 2042 pursuant to a Note Purchase Agreement dated May 27, 2022 between CERC and the institutional purchasers party thereto; (iv) $10,000,000 aggregate principal amount of CERC's 4.25% Senior Notes, Series B, due 2043 pursuant to a Note Purchase Agreement dated May 27, 2022 between CERC and the institutional purchasers party thereto; and (v) $40,000,000 aggregate principal amount of CERC's 4.36% Senior Notes, Series B, due 2045 pursuant to a Note Purchase Agreement dated May 27, 2022 between CERC and the institutional purchasers party thereto (collectively, the "Note Purchase Agreements"). CERC is currently the holder of the Existing Notes.

Interest on the New Notes of each series is payable semi-annually. CERC may, at its option, prepay all or any portion of the New Notes at any time or from time to time, in an amount not less than 5% of the aggregate principal amount of any single series of the New Notes then outstanding in the case of a partial prepayment, at a price equal to the principal amount so prepaid plus a make whole premium. In addition, CERC is required to offer to prepay the New Notes at par upon specified change in control events.

The Note Purchase Agreements contain representations and warranties, affirmative and negative covenants and events of default that CERC considers customary for debt instruments of this nature, including covenants restricting the ability of CERC to merge with another entity, incur liens and certain indebtedness ranking senior to the New Notes and dispose of assets.

The issuance of the New Notes is being made by CERC in reliance on a private placement exemption from registration under the Securities Act of 1933, as amended.

The foregoing summary is qualified in its entirety by reference to the text of the Note Purchase Agreements, copies of which are filed as exhibits hereto and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance
           Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.


EXHIBIT
NUMBER                                EXHIBIT DESCRIPTION

4.1*           The Note Purchase Agreement, dated as of May 27, 2022, between CERC
             and the Purchasers signatory thereto, in connection with the issuance
             by CERC of $40,000,000 aggregate principal amount of CERC's 4.36%
             Senior Notes, Series B, due December 15, 2045.

4.2*           The Note Purchase Agreement, dated as of May 27, 2022, between CERC
             and the Purchasers signatory thereto, in connection with the issuance
             by CERC of $57,000,000 aggregate principal amount of CERC's 3.72%
             Senior Notes, due December 5, 2023.

4.3*           The Note Purchase Agreement, dated as of May 27, 2022, between CERC
             and the Purchasers signatory thereto, in connection with the issuance
             by CERC of $10,000,000 aggregate principal amount of CERC's 4.25%
             Senior Notes, Series B, due June 5, 2043.

4.4*           The Note Purchase Agreement, dated as of May 27, 2022, between CERC
             and the Purchasers signatory thereto, in connection with the issuance
             by CERC of $100,000,000 aggregate principal amount of CERC's 5.00%
             Senior Notes, due February 3, 2042.

4.5*           The Note Purchase Agreement, dated as of May 27, 2022, between CERC
             and the Purchasers signatory thereto, in connection with the issuance
             by CERC of $60,000,000 aggregate principal amount of CERC's 5.02%
             Senior Notes, Series B, due November 30, 2026 and $35,000,000
             aggregate principal amount of CERC's 5.99% Senior Notes, Series C,
             due November 30, 2041.

104          Cover Page Interactive Data File-the cover page XBRL tags are
             embedded within the
             Inline
             XBRL document

* Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of

Regulation

S-K.

A copy of any omitted schedules will be furnished supplementally to the SEC

upon request; provided, however, that the parties may request confidential

treatment pursuant to Rule

24b-2

of the Exchange Act for any document so furnished.

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