CMS Energy upsizes private placement: $850M 3.125% converts, 2031

Rhea-AI Filing Summary

CMS Energy Corporation announced the pricing and upsize of a private placement of $850,000,000 aggregate principal amount of its 3.125% Convertible Senior Notes due 2031, including an initial purchasers’ option to buy up to an additional $150,000,000.

The update was disclosed under Item 8.01, with a related press release filed as Exhibit 99.1.

Insights

Capital markets analyst

Large convertible note financing priced and upsized.

CMS Energy priced a private placement of $850,000,000 in 3.125% Convertible Senior Notes due 2031, with an option for an additional $150,000,000. The announced coupon and maturity define the core economics.

Private placements can provide speed and flexibility. As these are convertible notes, future equity issuance may occur upon conversion, subject to the instruments’ terms, which drive dilution mechanics and timing.

Key anchors are the disclosed size, coupon of 3.125%, and 2031 maturity. Actual market impact will depend on the final conversion provisions and any subsequent holder activity.

false 0000811156 0000811156 2025-11-04 2025-11-04 0000811156 us-gaap:CommonStockMember 2025-11-04 2025-11-04 0000811156 cms:A5.625JuniorSubordinatedNotesDue2078Member 2025-11-04 2025-11-04 0000811156 cms:A5.875JuniorSubordinatedNotesDue2078Member 2025-11-04 2025-11-04 0000811156 cms:A5.875JuniorSubordinatedNotesDue2079Member 2025-11-04 2025-11-04 0000811156 cms:CMSEnergyCorporationDepositaryShareseachrepresentinga11000thinterestinashareof4200percentCumulativeRedeemablePerpetualPreferredStockSeriesCMember 2025-11-04 2025-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 4, 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 4, 2025, CMS Energy Corporation (“Corporation”) issued a press release announcing the pricing and upsize of a private placement of $850 million aggregate principal amount of the Corporation’s 3.125% Convertible Senior Notes due 2031 (plus the initial purchasers’ option to purchase up to an additional $150,000,000 aggregate principal amount of the Corporation’s 3.125% 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 4, 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 4, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

FAQ

What did CMS (CMS) announce in its latest update?

CMS Energy announced the pricing and upsize of a private placement of $850,000,000 of 3.125% Convertible Senior Notes due 2031.

What is the interest rate on CMS Energy’s new convertible notes?

The notes carry a 3.125% coupon.

When do CMS Energy’s newly priced convertible notes mature?

They are due in 2031.

Is there an option to increase the size of the CMS Energy offering?

Yes. Initial purchasers have an option to buy up to an additional $150,000,000 of notes.

How did CMS Energy disclose this financing?

The company reported it under Item 8.01 and filed a related press release as Exhibit 99.1.