CMS Energy (CMS) Furnishes Q2-25 Results & Webcast Details in 8-K

CMS Energy Corporation filed a Form 8-K dated 31-Jul-2025 to furnish, not file, its second-quarter 2025 results.

Rhea-AI Filing Summary

CMS Energy Corporation filed a Form 8-K dated 31-Jul-2025 to furnish, not file, its second-quarter 2025 results.

• Exhibit 99.1 contains the Q2-25 news release with non-GAAP metrics; full GAAP figures are not included in the filing.
• Management highlights adjusted earnings as its key performance measure and provides a reconciliation to GAAP within the exhibit. Reported-vs-adjusted guidance for future periods is not provided because specific reconciling items cannot be estimated.
• A public webcast to discuss results and outlook is scheduled for 31-Jul-2025 at 9:30 a.m. ET; slides are furnished as Exhibit 99.2.
• The 8-K reiterates that information in Exhibits 99.1 and 99.2 is furnished under Items 2.02 and 7.01 and is therefore not subject to Section 18 liability.
• No other material transactions, financial statements or changes in control are disclosed.

The filing mainly serves as a communication vehicle, signaling transparency through supplemental non-GAAP detail and real-time investor outreach, but it provides no quantitative results within the 8-K text itself.

Positive

• Timely disclosure of Q2-25 results and webcast gives investors rapid access to information.
• Includes non-GAAP reconciliations, meeting Reg G requirements and enhancing transparency.

Negative

• No quantitative figures are provided in the 8-K text, delaying immediate assessment of performance.
• No forward GAAP guidance is offered, limiting visibility into future earnings under standard metrics.

Insights

Equity Research Analyst

TL;DR: Filing furnishes Q2 results via exhibits, stresses adjusted EPS, but lacks in-text numbers—impact modest pending exhibit details.

The 8-K is procedural, alerting investors that full Q2-25 data reside in Exhibit 99.1 and will be elaborated on a same-day webcast. Use of adjusted earnings underscores management’s focus on core utility profitability, yet the absence of GAAP/adjusted figures in the body limits immediate valuation impact. Materiality hinges on metrics inside the exhibit, which are not included here. The webcast timing provides prompt information flow, supporting liquidity and price discovery, but until numbers are known, share-price effect is likely muted.

Corporate Disclosure Specialist

TL;DR: Clean compliance; furnishes, doesn’t file, to avoid Section 18 liability while still giving timely Q2 info.

CMS follows best practice by furnishing earnings materials under Items 2.02/7.01, shielding the exhibits from potential liability and allowing rapid distribution. Explicit mention of non-GAAP reconciliations satisfies Reg G. Investor-relations channel disclosure highlights evolving use of websites for material information. No red flags on controls, restatements or governance arise. Overall, disclosure is transparent and routine, carrying limited regulatory or legal risk.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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.

When will CMS (CMS) host its Q2-25 earnings webcast?

The webcast is scheduled for July 31, 2025 at 9:30 a.m. ET.

Which exhibits accompany the CMS Energy Form 8-K?

Exhibit 99.1: Q2-25 news release; Exhibit 99.2: investor presentation; Exhibit 104: cover-page XBRL tags.

Does the filing include a GAAP to non-GAAP reconciliation?

Yes. Exhibit 99.1 contains reconciliations for the non-GAAP measures cited.

Are the earnings materials deemed filed under the Exchange Act?

No. They are furnished, not filed, and are therefore not subject to Section 18 liability.

Where can investors access the presentation slides?

Slides (Exhibit 99.2) will be available through the webcast and on www.cmsenergy.com.

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

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Accepted by SEC EDGAR 07/31/2025 - 06:59 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) July 31, 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	2025-07-31
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2025, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2025 second quarter results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, or other items. Management views adjusted earnings as a key measure of CMS Energy’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, CMS Energy uses adjusted earnings to measure and assess performance. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated July 31, 2025, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

CMS Energy will hold a webcast to discuss its 2025 second quarter results and provide a business and financial outlook on July 31 at 9:30 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit Index
99.1		CMS Energy News Release dated July 31, 2025
99.2		CMS Energy presentation dated July 31, 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 Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	CMS ENERGY CORPORATION
Dated: July 31, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
	CONSUMERS ENERGY COMPANY
Dated: July 31, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer