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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 17, 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 |
| |
|
|
|
|
| 1-5611 |
|
CONSUMERS ENERGY COMPANY
(A
Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550 |
|
38-0442310 |
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 |
| Consumers
Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series |
|
CMS-PB |
|
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 ¨ Consumers
Energy 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. CMS
Energy Corporation ¨ Consumers
Energy Company ¨
| Co-Registrant CIK |
0000201533 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2025-11-17 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
Item 1.01. Entry into a Material Definitive Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
Item 8.01. Other Events.
On November 21, 2025, CMS Energy Corporation (“CMS Energy”)
amended and restated its Revolving Credit Facility (the “CMS Facility”) with a consortium of banks led by Barclays Bank PLC
(“Barclays”), as Agent, JPMorgan Chase Bank, N.A. (“JPMorgan”) and MUFG Bank, LTD. (“MUFG”), as Co-Syndication
Agents, Mizuho Bank, Ltd. (“Mizuho”), Bank of America, N.A. (“Bank of America”), and Wells Fargo Bank, National
Association (“Wells Fargo”) as Co-Documentation Agents. The CMS Facility was increased
from $550 million to $750 million and remains unsecured.
On
November 21, 2025, Consumers Energy Company (“Consumers”) amended and restated its $1.1 billion secured Revolving Credit Facility
(the “Consumers Facility”) with a consortium of banks led by JPMorgan, as Agent, Barclays and MUFG, as Co-Syndication Agents,
Mizuho, Bank of America, and Wells Fargo as Co-Documentation Agents. Obligations
under the Consumers Facility in the amount of $500 million will continue to be secured by first mortgage bonds of Consumers issued pursuant
to the 114th Supplemental Indenture dated as of March 31, 2011, obligations in the amount of $150 million will continue
to be secured by first mortgage bonds of Consumers issued pursuant to the 123rd Supplemental Indenture dated as of December 20,
2013, obligations in the amount of $200 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the
132nd Supplemental Indenture dated as of June 5, 2018, and obligations in the amount of $250 million will continue to be secured
by first mortgage bonds of Consumers issued pursuant to the 146th Supplemental Indenture dated as of December 14, 2022 all
between Consumers and The Bank of New York Mellon, Trustee.
Both the CMS Facility and the Consumers Facility have five-year terms,
which currently expire on November 21, 2030, each with two, one-year extension options. Both the CMS Facility and the Consumers Facility
replace revolving credit facilities that have substantially similar terms and were set to expire in 2027, including the
forward-looking term rate based on the secured overnight financing rate (the “SOFR Rate”) as the interest rate benchmark.
Each of CMS Energy and Consumers may continue, at its option, to borrow revolving loans under the Agreement that incur interest based
on the Alternate Base Rate, as defined in each of the CMS Facility and Consumers Facility. Any drawings under the CMS Facility
will be used for general corporate purposes and working capital. Any drawings under the Consumers Facility will be used for general corporate
purposes and working capital.
On
November 21, 2025, Consumers entered a $300 million secured Revolving Credit Facility (the $300 Million Facility) with a consortium of
banks led by MUFG, as Agent, Barclays and JPMorgan, as Co-Syndication Agents, Mizuho, Bank of America, and Wells Fargo as Co-Documentation
Agents. Obligations under the $300 Million Facility
will be secured by first mortgage bonds of Consumers issued pursuant to the 154th Supplemental Indenture dated as of November
21, 2025 between Consumers and The Bank of New York Mellon, Trustee.
The $300 Million Facility has a three-year term which currently expires
on November 21, 2028, with two, one-year extension options. The $300 Million Facility has substantially similar terms as the Consumers
Facility including the forward-looking term rate based on the SOFR Rate as the interest rate benchmark.
Consumers may borrow revolving loans under the $300 Million Facility that incur interest based on the Alternate Base Rate, as defined
in the $300 Million Facility. Any drawings under the $300 Million Facility will be used for general corporate purposes and working
capital.
Barclays, JPMorgan, MUFG, Mizuho, Bank of America, Wells Fargo, and
other members of the lending consortium have provided banking and underwriting services to CMS Energy and Consumers in the ordinary course
of business.
The foregoing descriptions of the CMS Facility and the Consumers Facility
do not purport to be complete and are qualified in their entirety by the provisions of the CMS Facility and the Consumers Facility, respectively,
which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.
On November 17, 2025, Consumers and The Bank of Nova Scotia entered
the Third Amendment (the “Third Amendment”) to the Amended and Restated Revolving Credit Agreement dated November 19,
2018, as amended by that certain First Amendment dated November 23, 2022 and that certain Second Amendment dated November 28, 2023
(the “Agreement”) between Consumers and The Bank of Nova Scotia. The Credit Agreement was previously filed as Exhibit 10.1 to the Form 8-K filed November 20, 2018, the First Amendment was previously filed as Exhibit 10.1 to the Form 8-K filed November 29, 2022, and the Second Amendment was previously filed as Exhibit 10.1 to the Form 8-K filed November 29, 2023, and
each is incorporated herein by reference. Subject to the terms of the Third Amendment, effective as of November 17, 2025, the
termination date will extend to November 28, 2025. Obligations under the Agreement will continue to be secured by first
mortgage bonds of Consumers issued pursuant to the 126th Supplemental Indenture dated as of November 23, 2015 to
the Indenture dated as of September 1, 1945, between Consumers and The Bank of New York Mellon, Trustee.
The Bank of Nova Scotia has provided banking and underwriting services
to Consumers in the ordinary course of business.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit Index |
| 4.1 |
|
154th Supplemental Indenture dated as of November 21, 2025 between Consumers and The Bank of New York Mellon, as Trustee. |
| 10.1 |
|
$750 million Sixth Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among CMS Energy, the Banks as defined therein, and Barclays, as Agent. |
| 10.2 |
|
$1.1 billion Seventh Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among Consumers, the Banks as defined therein, and JPMorgan, as Agent. |
| 10.3 |
|
Third Amendment to the Amended and Restated $250 Million Secured Revolving Credit Agreement |
| 104 |
|
Cover Page Interactive Date 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 Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| |
CMS ENERGY CORPORATION |
| |
|
|
| Dated: November 21, 2025 |
By: |
/s/ Rejji P. Hayes |
| |
|
Rejji P. Hayes |
| |
|
Executive Vice President and Chief Financial Officer |
| |
|
|
| |
CONSUMERS ENERGY COMPANY |
| |
|
|
| Dated: November 21, 2025 |
By: |
/s/ Rejji P. Hayes |
| |
|
Rejji P. Hayes |
| |
|
Executive Vice President and Chief Financial Officer |
