CMS Energy issues $1B in 6.8% notes due 2057

Q: How much debt did CMS issue?

CMS Energy issued and sold $1,000,000,000 aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057.

CMS Energy intends to use net proceeds for two senior note repayments at or prior to maturity and for general corporate purposes.

Available on EDGAR 11/03/2026 - 12:31 PM EST Accepted by SEC EDGAR 11/03/2026 - 12:31 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

CMS Energy Corporation issued and sold $1,000,000,000 aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The notes were issued under the company’s Form S-3 shelf registration.

CMS Energy intends to use the net proceeds to repay, at or prior to maturity, $275 million of 2.95% Senior Notes due February 2027 and $350 million of 3.45% Senior Notes due August 2027, and for general corporate purposes.

Estimated offering expenses total $1,800,000. Listed estimates include $1,550,350 for rating agency fees, $87,000 for the SEC registration fee, $75,000 for legal fees and expenses, $55,000 for services of independent registered public accounting firms, $12,650 for trustee fees and expenses, and $10,000 each for printing and delivery and miscellaneous expenses.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $1,000,000,000 Interest rate: 6.800% Senior Notes to be repaid: $275 million +4 more

7 metrics

Aggregate principal amount $1,000,000,000 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057

Interest rate 6.800% Junior Subordinated Notes due 2057

Senior Notes to be repaid $275 million 2.95% Senior Notes due February 2027; repayment at or prior to maturity intended

Senior Notes to be repaid $350 million 3.45% Senior Notes due August 2027; repayment at or prior to maturity intended

Estimated offering expenses $1,800,000 Total estimated expenses relating to the notes offering

Rating agency fees $1,550,350 Estimated offering expenses

SEC registration fee $87,000 Estimated offering expenses

Key Terms

Fixed-to-Fixed Reset Rate, Junior Subordinated Notes, shelf registration process, net proceeds

4 terms

Fixed-to-Fixed Reset Rate financial

"6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes"

A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.

Junior Subordinated Notes financial

"6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057"

Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.

shelf registration process regulatory

"utilizing a “shelf” registration process"

net proceeds financial

"CMS Energy intends to use the net proceeds"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did CMS issue?

CMS Energy issued and sold $1,000,000,000 aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057.

How does CMS plan to use the note proceeds?

CMS Energy intends to use net proceeds to repay at or prior to maturity $275 million of 2.95% Senior Notes due February 2027 and $350 million of 3.45% Senior Notes due August 2027, and for general corporate purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) November 3, 2026

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.

1-9513	CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-2726431

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:

¨ 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
CMS Energy Corporation Common Stock, $0.01 par value	CMS	New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078	CMSA	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078	CMSC	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079	CMSD	New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C	CMS PRC	New York Stock Exchange

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  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 8.01. Other Events.

On November 3, 2026, CMS Energy Corporation ("CMS Energy") issued and sold $1,000,000,000 aggregate principal amount of its 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Notes”), pursuant to a Registration Statement on Form S-3 that CMS Energy filed with the Securities and Exchange Commission utilizing a “shelf” registration process (No. 333-293382) (the "Registration Statement"), a Preliminary Prospectus Supplement dated October 29, 2026 to the Prospectus dated February 11, 2026, an Issuer Free Writing Prospectus that included the final terms of the transaction, a Final Prospectus Supplement dated October 29, 2026 to the Prospectus dated February 11, 2026 and an underwriting agreement among CMS Energy and the underwriters named in that agreement with respect to the Notes. CMS Energy intends to use the net proceeds to repay at or prior to maturity the $275 million 2.95% Senior Notes due February 2027 and the $350 million 3.45% Senior Notes due August 2027 and for general corporate purposes.

This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1	Underwriting Agreement dated October 29, 2026 among CMS Energy and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.

4.1	Twelfth Supplemental Indenture dated as of November 3, 2026 between CMS Energy and The Bank of New York Mellon, as Trustee.

4.2	Form of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (included in Exhibit 4.1).

5.1	Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of CMS Energy, dated November 3, 2026, regarding the legality of the Notes.

8.1	Opinion and Consent of Sidley Austin LLP regarding tax matters.

23.1	Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).

23.2	Consent of Sidley Austin LLP (included in Exhibit 8.1).

99.1	Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-293382).

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

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.

		CMS ENERGY CORPORATION

Dated: November 3, 2026	By:	/s/ Srikanth Maddipati
		Srikanth Maddipati
		Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

The expenses to be incurred by CMS Energy Corporation relating to the offering of $1,000,000,000 principal amount of its 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057, under CMS Energy Corporation’s Registration Statement on Form S-3 (Registration No. 333-293382) and a related prospectus supplement filed with the Securities and Exchange Commission and dated October 29, 2026 are estimated to be as follows:

Estimated Fees

SEC Registration Fee	$	87,000
Services of Independent Registered Public Accounting Firms		55,000
Trustee Fees and Expenses		12,650
Legal Fees and Expenses		75,000
Rating Agency Fees		1,550,350
Printing and Delivery Expenses		10,000
Miscellaneous Expenses		10,000
Total	$	1,800,000

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Press Releases

EX-99.1 EXHIBIT 99.1 6.2 KB

CMS Energy issues $1B in 6.8% notes due 2057

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

FAQ

How much debt did CMS issue?

How does CMS plan to use the note proceeds?

Filing Exhibits & Attachments

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