CMS Energy launches $750,000,000 convertible notes private placement

CMS Energy Corporation announced the launch of a private placement of $750,000,000 principal amount of its Convertible Senior Notes due 2031.

Rhea-AI Filing Summary

CMS Energy Corporation announced the launch of a private placement of $750,000,000 principal amount of its Convertible Senior Notes due 2031. The company disclosed the financing in a current report and attached a related press release as Exhibit 99.1. Convertible notes are debt that can be converted into equity under specified terms, typically at the holder’s option. While this filing announces the transaction, detailed terms such as interest rate, conversion features, and any potential conversion conditions would be described in accompanying or subsequent materials.

The announcement was made on November 3, 2025, and is presented under Item 8.01 (Other Events). The exhibit index lists the news release and the cover page interactive data file. This step signals CMS Energy’s intent to access capital through a convertible structure that matures in 2031, using a private placement format.

Insights

Capital Markets Analyst

CMS plans a $750,000,000 convertible note private placement.

CMS Energy disclosed a private placement of $750,000,000 in Convertible Senior Notes due 2031. Convertible notes begin as debt and can later convert into equity per set terms, which influence interest costs and potential dilution.

The filing does not list rate, conversion price, or use of proceeds in the excerpt. Actual effects on leverage and share count will depend on those terms and eventual holder actions, if and when conversion becomes economical.

The event date is November 3, 2025. Subsequent materials, including the attached Exhibit 99.1 press release, typically provide key terms that determine cost of capital and any equity overhang.

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.

FAQ

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

What financing did CMS (CMS) announce?

CMS Energy announced a private placement of $750,000,000 principal amount of its Convertible Senior Notes due 2031.

When did CMS Energy announce the convertible notes transaction?

The company announced the launch on November 3, 2025.

Is the CMS Energy notes transaction public or private?

It is a private placement of Convertible Senior Notes due 2031.

What exhibit accompanies CMS Energy’s announcement?

A press release is attached as Exhibit 99.1.

What is the maturity of CMS Energy’s new notes?

The notes are due 2031.

Where was the announcement disclosed?

It was disclosed under Item 8.01 (Other Events) in a Form 8‑K.

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

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Accepted by SEC EDGAR 11/03/2025 - 07:09 AM Learn about SEC filing dates

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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, 2025

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:  CMS Energy Corporation ¨

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.  CMS Energy Corporation ¨  

Item 8.01. Other Events.

On November 3, 2025, CMS Energy Corporation (“CMS Energy”) issued a press release announcing the launch of a private placement of $750,000,000 principal amount of its Convertible Senior Notes due 2031. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

		Exhibit Index
99.1		CMS Energy News Release dated November 3, 2025.
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, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer