Form 8-K

8-K — CENTERPOINT ENERGY INC

Accession: 0001104659-26-117423

Filed: 2026-10-20

Period: 2026-10-20

CIK: 0001130310

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2627902d1_8k.htm (Primary)

EX-4.2 — EXHIBIT 4.2 (tm2627902d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2627902d1_ex4-3.htm)

EX-4.4 — EXHIBIT 4.4 (tm2627902d1_ex4-4.htm)

EX-10.1 — EXHIBIT 10.1 (tm2627902d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2627902d1_8k.htm · Sequence: 1

false

0001130310

2026-10-20

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 20, 2026

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its

charter)

Texas

1-31447

74-0694415

(State

or other jurisdiction

(Commission

File Number)

(IRS

Employer

incorporation)

Identification

No.)

1111 Louisiana Street

Houston, Texas

77002

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code:

(713) 207-1111

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

¨       Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨       Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨       Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨       Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Common Stock, $0.01 par value

CNP

The New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 2.03 of this Current Report

on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant.

On October 20, 2026, Southern Indiana Gas

and Electric Company (“SIGECO”), a wholly-owned subsidiary of CenterPoint Energy, Inc. (the “Company”), and

certain institutional investors in the private placement market (“Purchasers”) entered into a Bond Purchase Agreement (“Bond

Purchase Agreement”), under which SIGECO agreed to sell, and each Purchaser agreed to severally purchase (i) on October 20,

2026, $130,000,000 5.99% First Mortgage Bonds, Series 2026A, Tranche A due 2031 (the “Series 2026A Bonds”), (ii) on

December 15, 2026, $80,000,000 6.15% First Mortgage Bonds, Series 2026B, Tranche A due 2033 (the “Series 2026B Bonds”),

and (iii) on February 25, 2027, $50,000,000 6.33% First Mortgage Bonds, Series 2027A, Tranche A due 2037 (the “Series 2027A

Bonds”, and together with the Series 2026A Bonds and the Series 2026B Bonds, the “Bonds”) in the series and

tranches as set forth in the Bond Purchase Agreement. The Series 2026A Bonds are issued under and entitled to the benefits of and

secured by the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (as previously supplemented,

the “Amended and Restated Mortgage Indenture”) between SIGECO and Deutsche Bank Trust Company Americas (the “Trustee”),

as further supplemented by the Seventh Supplemental Indenture dated as of October 20, 2026 (the “Seventh Supplemental Indenture”),

between SIGECO and the Trustee relating to the Series 2026A Bonds. The Series 2026B Bonds will be issued under the Amended and

Restated Mortgage Indenture, as to be supplemented by an Eighth Supplemental Indenture, to be dated as of the date of issuance of such

Series 2026B Bonds, the form of which is included herein as Exhibit 4.3 (the “Eighth Supplemental Indenture”), between

SIGECO and the Trustee relating to the Series 2026B Bonds. The Series 2027A Bonds will be issued under the Amended and Restated

Mortgage Indenture, as to be supplemented by a Ninth Supplemental Indenture, to be dated as of the date of issuance of such Series 2027A

Bonds, the form of which is included herein as Exhibit 4.4 (the “Ninth Supplemental Indenture”), between SIGECO and the

Trustee relating to the Series 2027A Bonds (the Amended and Restated Mortgage Indenture, as further supplemented by the Seventh Supplemental

Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental Indenture is referred to as the “Indenture”). Accordingly,

the Bonds will be secured ratably with SIGECO’s first mortgage bonds currently outstanding and those that may be issued in the future

by the collateral pledged to secure such bonds.

The proceeds of the Bonds will be used for general

corporate purposes, including repaying short-term debt, refunding long-term debt at maturity or otherwise, and funding capital expenditures.

Until the net proceeds from the sale of the Bonds have been used, SIGECO may invest them temporarily in interest-bearing obligations,

including investments in the Company’s money pool.

Interest will accrue on the Series 2026A

Bonds at 5.99% per annum and will be payable on April 15 and October 15 of each year, beginning on April 15, 2027 and continue

until the maturity date of October 15, 2031, or earlier prepayment. Interest will not accrue on the Series 2026B Bonds until

such 2026B Bonds are issued by SIGECO pursuant to the Bond Purchase Agreement and the Eighth Supplemental Indenture. Once issued, interest

will accrue on the Series 2026B Bonds at 6.15% per annum and will be payable on June 15 and December 15 of each year, beginning

on June 15, 2027 and continue until the maturity date of December 15, 2033, or earlier prepayment. Interest will not accrue

on the Series 2027A Bonds until such 2027A Bonds are issued by SIGECO pursuant to the Bond Purchase Agreement and the Ninth Supplemental

Indenture. Once issued, interest will accrue on the Series 2027A Bonds at 6.33% per annum and will be payable on February 15

and August 15 of each year, beginning on August 15, 2027 and continue until the maturity date of February 15, 2037, or

earlier prepayment. SIGECO may prepay at any time all, or from time to time any part of, the Bonds, in an amount not less than 10% in

aggregate principal amount of the Bonds or tranche of the Bonds then outstanding in the case of a partial prepayment, at 100% of the aggregate

principal amount so prepaid together with interest accrued thereon to the date of such prepayment plus a make-whole amount, if any, determined

for the prepayment date with respect to such principal amount. The Bonds will not be registered under the Securities Act of 1933, as amended

(“Securities Act”), or under the securities laws of any jurisdiction. The Bonds will be subject to certain restrictions on

transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

The Bond Purchase Agreement contains customary

representations and warranties of SIGECO and the Purchasers, respectively. A “completed default” under the Indenture constitutes

an event of default under the Bond Purchase Agreement. The remedies available to the Trustee upon the occurrence and continuance of a

completed default are included in the Indenture.

Deutsche Bank Trust Company

Americas and its affiliates have performed other trust, bank and advisory services for the Company, SIGECO and their affiliates from time

to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services

for the Company. SIGECO and their affiliates in the ordinary course of their businesses.

The above descriptions of the Amended and

Restated Mortgage Indenture, the Seventh Supplemental Indenture, the form of the Eighth Supplemental Indenture, the form of the

Ninth Supplemental Indenture and the Bond Purchase Agreement are not complete and are qualified in their entirety by reference to

the entire Amended and Restated Mortgage Indenture, Seventh Supplemental Indenture, together with the form of the Series 2026A

Bonds included therein, the form of the Eighth Supplemental Indenture, together with the form of the Series 2026B Bonds

included therein, the form of the Ninth Supplemental Indenture, together with the form of the Series 2027A Bonds included

therein, and the Bond Purchase Agreement attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibits below are filed herewith:

(d) Exhibits

Exhibit

Number

Description

4.1 Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023, between

Southern Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 10.2

of Current Report on Form 8-K of the Company filed on February 1, 2023).

4.2 Seventh Supplemental Indenture dated as of October 20, 2026, between Southern Indiana Gas and Electric

Company and Deutsche Bank Trust Company Americas, as Trustee.

4.3 Form of the Eighth Supplemental Indenture to be dated as of December 15, 2026, between Southern

Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Trustee.

4.4 Form of the Ninth Supplemental Indenture to be dated as of February 25, 2027, between Southern

Indiana Gas and Electric Company and Deutsche Bank Trust Company Americas, as Truste.

10.1 Bond Purchase Agreement dated October 20, 2026 among Southern Indiana Gas and Electric Company and

the purchasers listed on Schedule B thereto.

104 Cover Page Interactive Date File – the cover page XBRL

tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTERPOINT

ENERGY, INC.

Date:

October 20, 2026

By:

/s/Russell

K. Wright

Russell

K. Wright

Vice

President and Chief Accounting Officer

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2627902d1_ex4-2.htm · Sequence: 2

Exhibit 4.2

Southern

Indiana Gas and Electric Company

with

Deutsche

Bank Trust Company Americas,

as Trustee

Seventh

Supplemental Indenture

Supplemental to

Amended

and Restated Indenture of Mortgage and Deed of Trust Dated as of January 1, 2023

Dated as of October 20,

2026

Seventh

Supplemental Indenture, dated as of October 20, 2026 (this “Supplemental Indenture”),

between Southern Indiana Gas and Electric Company, a corporation organized and existing

under the laws of the State of Indiana (hereinafter called the “Company”), and Deutsche

Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, as Trustee under

the Indenture hereinafter referred to.

Whereas,

the Company has heretofore executed and delivered to the Trustee its Amended and Restated Indenture

of Mortgage and Deed of Trust, dated as of January 1, 2023 (the “Amended and Restated Indenture” and, as amended

and supplemented by that certain First Supplemental Indenture dated as of March 15, 2023, that certain Second Supplemental Indenture

dated as of October 13, 2023, that certain Third Supplemental Indenture dated as of August 29, 2024, that certain Fourth Supplemental

Indenture dated as of January 31, 2025, that certain Fifth Supplemental Indenture dated as of July 1, 2025, and that certain

Sixth Supplemental Indenture dated as of October 1, 2025, or as the same may from time to time be further supplemented, modified

or amended by any supplemental indenture entered into pursuant to the provisions thereof, the “Indenture”), to secure

the payment of the principal of and the interest and premium (if any) on all bonds at any time issued and outstanding thereunder, and

to declare the terms and conditions upon which bonds are to be issued thereunder;

Whereas,

capitalized terms used herein shall have the meanings assigned thereto in the Indenture except to

the extent expressly modified herein;

Whereas,

the Amended and Restated Indenture completely restated and amended the Indenture of Mortgage and Deed of Trust dated as of April 1,

1932, as theretofore supplemented and amended (the “Original Indenture”) without any interruption of the lien of the

Original Indenture;

Whereas,

the Company by appropriate corporate action has entered into that certain Bond Purchase Agreement dated as of October 20, 2026,

as the same may be supplemented and amended from time to time in accordance with its terms (the “Bond Purchase Agreement”)

among the Company and purchasers party thereto;

Whereas,

Section 17.01 of the Indenture provides that, subject to certain exceptions not presently relevant, the Company and the Trustee

may, from time to time and at any time, enter into such indentures supplemental to the Indenture as shall be deemed by them necessary

or desirable to provide for the creation of any new series of bonds;

Whereas,

the Company by appropriate company action in conformity with the terms of the Bond Purchase Agreement and the Indenture has duly determined

to create a new series of bonds which shall be issued under the Indenture in an aggregate principal amount of $130,000,000, designated

as its 5.99% First Mortgage Bonds, Series 2026A, Tranche A due October 15, 2031 (the “Series 2026A Bonds”);

Whereas,

all things necessary to make the Series 2026A Bonds, when authenticated by the Trustee and issued as in the Indenture provided,

the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been done and

performed, and the creation, execution and delivery of this Supplemental Indenture have in all respects been duly authorized;

Whereas,

the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purposes above stated and for the purpose

of describing the Series 2026A Bonds and of providing the terms and conditions of redemption of such Series 2026A Bonds; and

Whereas,

all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed

and fulfilled and the execution and delivery hereof have been in all respects duly authorized.

Now,

Therefore, This Supplemental Indenture Witnesseth: That Southern Indiana Gas and Electric Company,

in consideration of the premises and other due consideration, the receipt whereof is hereby acknowledged, and of the purchase and acceptance

of the bonds issued or to be issued hereunder, and in order to secure the payment of the principal, premium, if any, and interest of

all bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all of

the provisions hereof and of said bonds, has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,

set over and confirmed and by this Supplemental Indenture does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge,

set over and confirm unto Deutsche Bank Trust Company Americas, as Trustee, and to its successor or successors in said trust, and to

its and their assigns forever, all the properties, real, personal and mixed, tangible and intangible of the character described in the

granting clauses of the aforesaid Amended and Restated Indenture or in any indenture supplemental thereto, acquired by the Company on

or after the date of the execution and delivery of said Amended and Restated Indenture (except any in said Amended and Restated Indenture

or in any indenture supplemental thereto expressly excepted).

Together

with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining

to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions

of Article X of the Indenture), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate,

right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to

the aforesaid property and franchises and every part and parcel thereof.

Have and to Hold all such properties, real, personal and mixed, mortgaged, pledged or conveyed by

the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever.

Trust, Nevertheless, upon the terms and trusts of the Indenture, for those who shall hold the bonds

issued and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds over

any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever.

- 1 -

Provided,

However, and these presents are upon the condition that, if the Company, its successors or assigns,

shall pay or cause to be paid, the principal of, premium, if any, and interest on said bonds, or exercise its Legal Defeasance option

with respect thereto, in either case, at the times and in the manner stipulated therein and herein, and shall keep, perform and observe

all and singular the covenants and promises in said bonds and in the Indenture expressed to be kept, performed and observed by or on

the part of the Company, then this Supplemental Indenture and the estate and rights hereby granted shall cease, determine and be void,

otherwise to be and remain in full force and effect.

Is Hereby Covenanted, Declared and Agreed, by the Company, that all such bonds are to be issued,

authenticated and delivered, and that all property subject or to become subject hereto is to be held, subject to the further covenants,

conditions, uses and trusts in the Indenture set forth, and the Company, for itself and its successors and assigns, does hereby covenant

and agree to and with the Trustee and its successor or successors in such trust, for the benefit of those who shall hold said bonds,

as follows:

Part I

Form of

Series 2026A, Tranche A Bonds

The

form of the definitive registered bond of the Series 2026A, Tranche A Bonds and the Trustee’s certificate of authentication

to be borne by such bonds are to be substantially in the following forms, respectively:

- 2 -

“[form

of Series 2026A, Tranche A Bond]

THIS

BOND (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS Bond MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE

ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

SOUTHERN

INDIANA GAS AND ELECTRIC COMPANY

FIRST

MORTGAGE BOND, SERIES 2026A, TRANCHE A

No.:

R-2026A-A-[__]

PPN:

843163F#8

Original

Issue Date: October 20,

2026

Principal

Amount: $[ ]

Interest

Rate: 5.99%

Maturity

Date: October 15, 2031

Redemption

Terms, if any:

As described below.

Other

Terms: As described below.

Southern

Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for

value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________]

Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue

Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on April 15

and October 15 in each year (each, an “Interest Payment Date”), commencing April 15, 2027, at the per annum

Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as

the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest

shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such

Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of

business on the “Regular Record Date” for such interest, which shall be the April 1 or October 1, as the case may

be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the

Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall

be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during

the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at

the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above.

Capitalized

terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified

by the Seventh Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole

Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement.

- 3 -

Except

as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid

at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by

written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of

America as at the time of payment shall constitute legal tender for the payment of public and private debts.

Except

as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable

to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business

on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture.

This

Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First

Mortgage Bonds, Series 2026A” (sometimes referred to herein as the “Series 2026A Bonds”), issued or

to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated

as of January 1, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company

Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture),

as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including

that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023,

that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025,

that Fifth Supplemental Indenture dated as of July 1, 2025, that Sixth Supplemental Indenture dated as of October 1, 2025,

and that Seventh Supplemental Indenture dated as of October 20, 2026 (the “Seventh Supplemental Indenture”),

duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein

sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged

and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification

of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued.

The

Series 2026A Bonds may be issued pursuant to the Seventh Supplemental Indenture. This Bond is a “Series 2026A, Tranche A

Bond.” The Series 2026A, Tranche A Bonds are of similar tenor hereto and are limited to the aggregate authorized principal

amount of $130,000,000 (except for Series 2026A, Tranche A Bonds authenticated and delivered upon registration of transfer

of, or in exchange for, or in lieu of, other Series 2026A, Tranche A Bonds pursuant to the Indenture and except for any Series 2026A,

Tranche A Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as

otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by

the Seventh Supplemental Indenture and is entitled to the benefits thereof.

- 4 -

This

Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of October 20, 2026 (as from time to time

amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the

Series 2026A Bonds listed in Schedule B thereto and is subject to all of the terms, conditions and covenants of the Bond Purchase

Agreement and is entitled to the benefits thereof.

The

Company or the paying agent, as the case may be, will make payments in respect of this Bond on the dates and in the amounts specified

in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms

specified in the Bond Purchase Agreement and is subject to redemption upon the occurrence of a Tax Credit Event as set forth in Part III

of the Seventh Supplemental Indenture, but is not otherwise subject to redemption. In the event of a prepayment of this Bond in part

only, a new Series 2026A, Tranche A Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof

upon the cancellation hereof.

an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in

the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In

the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding

sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become

due and payable.

an “Event of Default” shall occur and be continuing, the principal of all the Series 2026A Bonds at any such time outstanding

under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price

(including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement.

The

Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events

be waived by the holders of a majority in principal amount of the relevant bonds Outstanding.

Interest

payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase

Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase

Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed

for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on

the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next

succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity

Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include

the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on

such next succeeding Business Day.

- 5 -

more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture,

will be discharged from any and all obligations in respect of the Series 2026A, Tranche A Bonds (except for certain obligations

as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture.

The

Series 2026A, Tranche A Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral

multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2026A,

Tranche A Bonds are exchangeable for a like aggregate principal amount of Series 2026A, Tranche A Bonds of like tenor

and of a different authorized denomination, as requested by the holder surrendering the same.

provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books

for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this

Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by

the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any

agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing,

one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued to the

designated transferee or transferees.

service charge shall be made for any such registration of transfer or exchange but the Company may require payment of a sum sufficient

to cover any tax or other governmental charge payable in connection therewith.

Prior

to the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee

and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes,

whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended

or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued

pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than

a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however,

that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly

affect the rights of the holders of bonds of one or more, but less than all, of such series, then the consent only of the holders of

a majority in aggregate principal amount of the Outstanding bonds of all series so directly affected, considered as one class, shall

be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed

supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches,

then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly

affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions

of this Bond may not be changed without the consent of the holder of this Bond.

- 6 -

recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this

Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby,

or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past,

present or future incorporator, stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation

(either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision,

statute or rule of law or by the enforcement of any assessment or legal or equitable proceeding, penalty or otherwise; it being

expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal

liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future,

of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or

successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements

contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability,

if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of

the Indenture, as originally executed and delivered, and the issuance of this Bond.

This

Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of

any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage

lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect

to, such portion of the Mortgaged and Pledged Property.

Unless

the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer,

this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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Witness Whereof, Southern Indiana Gas and Electric Company has caused this Bond to be signed in

its name by its President or a Vice President, by their signature or a facsimile thereof, and attested by its Secretary or an Assistant

Secretary, by their signature or a facsimile thereof.

Dated

__________, 2026.

Southern Indiana Gas and Electric Company

By:

Name: Patricia L. Martin

Title: Vice President and Treasurer

Attest:

Name: Vincent A. Mercaldi

Title: Corporate Secretary

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Trustee’s

Certificate of Authentication

This

is one of the Series 2026A, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture.

Deutsche Bank Trust Company

Americas,

as Trustee

By:

Authorized Officer

Date of Authentication:

[end

of form of bond]”

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Part II

Description

of Series 2026A, Tranche A Bonds

Series 2026A,

Tranche A Bonds shall mature, subject to prior redemption, on the date set forth in the form of bond relating hereto hereinbefore

set forth, and shall bear interest at the rate set forth in the form of bond relating hereto hereinbefore set forth. Such interest shall

be payable semiannually in arrears on April 15 and October 15 in each year, commencing on April 15, 2027, and all bonds

of said series and Tranche shall be designated as hereinbefore in the Sixth Whereas clause

set forth in this Supplemental Indenture. Principal of, premium, if any, Make-Whole Amount, if any, and interest on said bonds shall

be payable, to the extent specified in the form of bond hereinabove set forth, in any coin or currency of the United States of America

which at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in the

Borough of Manhattan, The City of New York, N.Y. or at such other place as the Company shall have designated by written notice to

the holder of said bonds as provided in the Bond Purchase Agreement. Definitive bonds of said series may be issued, originally or otherwise,

only as registered bonds; and they and the Trustee’s certificate of authentication shall be substantially in the forms hereinbefore

recited, respectively. Definitive registered Series 2026A, Tranche A Bonds may be issued in the denomination of $100,000 and in

integral multiples of $1,000 in excess thereof as the Board of Directors of the Company shall approve, and execution and delivery to

the Trustee for authentication shall be conclusive evidence of such approval. In the manner and upon payment of the charges prescribed

in the Indenture, registered bonds of said series and Tranche may be exchanged for a like aggregate principal amount of fully registered

bonds of other authorized denominations of the same series and Tranche, upon presentation and surrender thereof for cancellation to the

Trustee at its designated corporate trust office, currently in the Borough of Manhattan, The City of New York, N.Y. However, no

charge shall be made upon any transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge

required to be paid by the Company. The form of the temporary bonds of said series and Tranche shall be in substantially the form of

registered bond hereinbefore recited with such appropriate changes therein as are required on account of the temporary nature thereof.

Said temporary bonds of said series and Tranche shall be in registered form, registrable as to principal, and shall be exchangeable for

definitive bonds of said series and Tranche when prepared.

The

person in whose name any registered bond of the Series 2026A, Tranche A Bonds is registered at the close of business on any

Regular Record Date (as defined in such bond) with respect to any Interest Payment Date (as defined in such bond) shall be entitled to

receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such registered bond upon any transfer

or exchange thereof subsequent to the Regular Record Date and prior to such interest payment date, except in the case of Defaulted Interest

(as defined below) which will cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose

name the Series 2026A, Tranche A Bond is registered at the close of business on a date (herein called a “Special Record

Date”) for payment of such defaulted interest to be fixed as hereinafter provided in this Supplemental Indenture.

Except

as provided in this Section, every registered bond of the Series 2026A, Tranche A Bonds shall be dated and shall bear interest

as provided in the form of bond relating hereto hereinbefore set forth; provided, however, that so long as there is no existing

default in the payment of interest on the bonds, the holder of any bond authenticated by the Trustee between the Regular Record Date

for any Interest Payment Date and such Interest Payment Date shall not be entitled to the payment of the interest due on such Interest

Payment Date and shall have no claim against the Company with respect thereto; and provided, further, that, if and to the extent

the Company shall default in the payment of the interest due on such Interest Payment Date, then any such bond shall bear interest from

the interest payment date to which interest has been paid.

- 10 -

Any

interest on any Series 2026A Bonds, or any Tranche thereof, which is payable, but is not punctually paid or duly provided for, on

any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the holder on

the related Regular Record Date by virtue of having been such holder, and such Defaulted Interest may be paid by the Company, at its

election in each case, as provided in clause (a) or (b) below:

(a)            The

Company may elect to make payment of any Defaulted Interest to the persons in whose names the Series 2026A Bonds, or any Tranche

thereof (or their respective predecessor Series 2026A Bonds), are registered on the Special Record Date to determine the holders

of record who will receive such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee

in writing of the amount of Defaulted Interest proposed to be paid on each Series 2026A Bond, or any Tranche thereof, and the date

of the proposed payment (the “Payment Date”), and at the same time the Company shall deposit with the Trustee an amount

of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory

to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit

of the persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special Record Date

for the payment of such Defaulted Interest which shall be not more than thirty (30) days and not less than ten (10) days prior to

the date of the proposed payment and not less than twenty-five (25) days after the receipt by the Trustee of the notice of the proposed

payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,

shall, not less than five (5) days prior to such Payment Date, cause notice of the proposed payment of such Defaulted Interest and

the Payment Date therefor to be given to each holder of Series 2026A Bonds, or any Tranche thereof. Notice of the proposed payment

of such Defaulted Interest and the Payment Date therefor having been so given, such Defaulted Interest shall be paid to the persons in

whose names the Series 2026A Bonds, or any Tranche thereof (or their respective predecessor Series 2026A Bonds), are registered

at the close of business on such Special Record Date.

(b)            The

Company may make payment of any Defaulted Interest on the Series 2026A Bonds, or any Tranche thereof, in any other lawful manner,

if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be

deemed practicable by the Trustee.

Subject

to the foregoing provisions of this Section and Section 2.03 of the Indenture, the Series 2026A Bonds or any Tranche thereof

delivered under the Indenture upon registration of transfer of or in exchange for or in lieu of any other Series 2026A Bonds shall

carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other related Series 2026A Bonds or any

Tranche thereof.

- 11 -

Part III

Redemption

Provisions

Section 1.         Notwithstanding

Article IX of the Amended and Restated Indenture, the Series 2026A Bonds shall be redeemable as set forth in the Bond Purchase

Agreement. The Trustee shall not be responsible for the calculation of the Make-Whole Amount. The Company shall calculate the Make-Whole

Amount, if any, with respect to any such redemption and shall promptly notify the Trustee thereof.

Section 2.         In

case the Company shall desire to exercise its right to redeem Series 2026A Bonds, notice of redemption shall be mailed at the direction

of the Company, postage prepaid, as set forth in the Bond Purchase Agreement, to the owners of the Series 2026A Bonds to be redeemed,

as a whole or in part, at their addresses as the same shall appear on the registration books maintained by or on behalf of the Company

pursuant to the Indenture as of the most recent practicable date prior to such notice. Failure to duly give notice by mail, or defect

in the notice, to the owner of any such Series 2026A Bond shall not affect the validity of the proceedings for the redemption of

any other Series 2026A Bond.

Section 3.         For

the avoidance of doubt, the term “prepayment” under the Bond Purchase Agreement and “redemption” under the Indenture

shall be synonymous.

Section 4.         If

a Tax Credit Event (as hereinafter defined) occurs, the Company may redeem, upon the sending of a notice of redemption to any holder

of Series 2026A Bonds that is a “specified foreign entity,” as defined in Section 7701(a)(51)(B) of the Internal

Revenue Code (the “Code”), the Series 2026A Bonds of such holder, in whole but not in part at a redemption price equal

to 100% of the principal amount of the Series 2026A Bonds being redeemed, plus accrued and unpaid interest to but excluding the

redemption date. A notice of redemption of any Series 2026A Bonds upon the occurrence of a Tax Credit Event (i) may only be

sent by the later of (a) the end of the calendar year in which the Series 2026A Bonds were issued and (b) six months from

the date of issuance of the Series 2026A Bonds and (ii) shall be accompanied by an Officer’s Certificate stating that

a Tax Credit Event has occurred. The consummation of a redemption upon a Tax Credit Event may be subject to the Trustee’s receipt

of the required redemption moneys on or before the redemption date (and in such case no such redemption shall occur unless such moneys

have been received by the Trustee on or before such date). A “Tax Credit Event” occurs with respect to the Series 2026A

Bonds if, in the Company’s reasonable determination, there exists a material risk, due to the Series 2026A Bonds (considered

on a consolidated basis with other debt of the Company) having been issued, as part of an original issuance, to one or more “specified

foreign entities”, that the Company or any of its Affiliates would be unable to utilize or otherwise ineligible to claim any tax

credits otherwise allowed under Section 38 of the Code.

- 12 -

Part IV

Remedies

on Default

Section 1.         Notwithstanding

Article XI of the Amended and Restated Indenture, upon the Series 2026A Bonds becoming due and payable under Section 11.01

of the Amended and Restated Indenture, the Series 2026A Bonds will forthwith mature and the entire unpaid principal amount of such

Series 2026A Bonds, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon and on any overdue

payment of any Make-Whole Amount, at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount,

shall all be immediately due and payable, in each case without presentment, demand, protest or further notice, all of which are hereby

waived.

Part V

Miscellaneous

Section 1.         Except

as herein otherwise expressly provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed,

by the Trustee by reason of this Supplemental Indenture, other than as set forth in the Indenture. The Trustee shall not be responsible

for the recitals herein or in the bonds (except the Trustee’s certificate of authentication), all of which are made by the Company

solely.

Section 2.         The

headings of the Parts in this Supplemental Indenture are for convenience only and shall not affect the construction hereof.

Section 3.         In

case any provision in this Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.         As

supplemented and amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture and

this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 5.         This

Supplemental Indenture may be executed in several counterparts and all such counterparts executed and delivered, each as an original,

shall constitute but one and the same instrument.

- 13 -

Witness Whereof, Southern Indiana Gas and Electric Company and Deutsche

Bank Trust Company Americas, have caused these presents to be executed in their respective names by their respective Presidents

or one of their Vice Presidents and attested by their respective Secretaries or one of their Assistant Secretaries, all as of the day

and year first above written.

Southern Indiana Gas and Electric Company

/s/Patricia L. Martin

Patricia L. Martin, Vice President and Treasurer

Attest:

/s/Vincent A. Mercaldi

Vincent A. Mercaldi

Corporate Secretary

[Supplemental Indenture Signature Page]

Deutsche Bank Trust Company

Americas,

as Trustee

/s/Chris Niesz

Print Name: Chris Niesz

Title: Director

/s/Carol Ng

Print Name: Carol Ng

Title: Vice President

Attest:

/s/Mary Miselis

Print Name: Mary Miselis

Title: Vice President

[Supplemental

Indenture Signature Page]

EX-4.3 — EXHIBIT 4.3

EX-4.3

Filename: tm2627902d1_ex4-3.htm · Sequence: 3

Exhibit 4.3

Southern

Indiana Gas and Electric Company

with

Deutsche

Bank Trust Company Americas,

as Trustee

Eighth

Supplemental Indenture

Supplemental to

Amended

and Restated Indenture of Mortgage

and Deed of Trust Dated as of January 1, 2023

Dated as of December 15,

2026

Eighth

Supplemental Indenture, dated as of December 15, 2026 (this “Supplemental Indenture”),

between Southern Indiana Gas and Electric Company, a corporation organized and existing

under the laws of the State of Indiana (hereinafter called the “Company”), and Deutsche

Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, as Trustee under

the Indenture hereinafter referred to.

Whereas,

the Company has heretofore executed and delivered to the Trustee its Amended and Restated Indenture

of Mortgage and Deed of Trust, dated as of January 1, 2023 (the “Amended and Restated Indenture” and, as amended

and supplemented by that certain First Supplemental Indenture dated as of March 15, 2023, that certain Second Supplemental Indenture

dated as of October 13, 2023, that certain Third Supplemental Indenture dated as of August 29, 2024, that certain Fourth Supplemental

Indenture dated as of January 31, 2025, that certain Fifth Supplemental Indenture dated as of July 1, 2025, that certain Sixth

Supplemental Indenture dated as of October 1, 2025, and that certain Seventh Supplemental Indenture dated as of October 20,

2026, or as the same may from time to time be further supplemented, modified or amended by any supplemental indenture entered into pursuant

to the provisions thereof, the “Indenture”), to secure the payment of the principal of and the interest and premium

(if any) on all bonds at any time issued and outstanding thereunder, and to declare the terms and conditions upon which bonds are to

be issued thereunder;

Whereas,

capitalized terms used herein shall have the meanings assigned thereto in the Indenture except to

the extent expressly modified herein;

Whereas,

the Amended and Restated Indenture completely restated and amended the Indenture of Mortgage and Deed of Trust dated as of April 1,

1932, as theretofore supplemented and amended (the “Original Indenture”) without any interruption of the lien of the

Original Indenture;

Whereas,

the Company by appropriate corporate action has entered into that certain Bond Purchase Agreement dated as of October 20, 2026,

as the same may be supplemented and amended from time to time in accordance with its terms (the “Bond Purchase Agreement”)

among the Company and purchasers party thereto;

Whereas,

Section 17.01 of the Indenture provides that, subject to certain exceptions not presently relevant, the Company and the Trustee

may, from time to time and at any time, enter into such indentures supplemental to the Indenture as shall be deemed by them necessary

or desirable to provide for the creation of any new series of bonds;

Whereas,

the Company by appropriate company action in conformity with the terms of the Bond Purchase Agreement and the Indenture has duly determined

to create a new series of bonds which shall be issued under the Indenture in an aggregate principal amount of $80,000,000, designated

as its 6.15% First Mortgage Bonds, Series 2026B, Tranche A due December 15, 2033 (the “Series 2026B Bonds”);

- 1 -

Whereas,

all things necessary to make the Series 2026B Bonds, when authenticated by the Trustee and issued as in the Indenture provided,

the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been done and

performed, and the creation, execution and delivery of this Supplemental Indenture have in all respects been duly authorized;

Whereas,

the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purposes above stated and for the purpose

of describing the Series 2026B Bonds and of providing the terms and conditions of redemption of such Series 2026B Bonds; and