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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) June 18, 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: ¨
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 June 18, 2025, CMS Energy
Corporation (“CMS Energy”) issued press releases announcing (A) early results of its previously announced cash tender offer
(the “Tender Offer”) and (B) pricing of the Tender Offer and the increase of the Aggregate Tender Cap (as defined below) from
$125,000,000 aggregate principal amount to $147,095,000 aggregate principal amount.
The Tender Offer consists of
up to $147,095,000 combined aggregate principal amount (the “Aggregate Tender Cap”) of Consumers Energy Company’s 2.50%
First Mortgage Bonds due 2060 with an outstanding principal amount of $525,000,000 and certain other series of Consumers Energy Company’s
outstanding mortgage bonds (collectively, the “Securities”).
Because CMS Energy expects to
accept for purchase Securities in an aggregate principal amount equal to the Aggregate Tender Cap, no additional Securities are expected
to be purchased pursuant to the Tender Offer after June 23, 2025, the early settlement date for such Securities that were validly tendered.
A copy of each press release is attached as an exhibit and the information set forth therein is incorporated herein by reference and constitutes
a part of this report.
The information included in Item
8.01 of this report and the press releases attached hereto as Exhibit 99.1 and 99.2 are for informational purposes only and do not constitute
an offer to purchase any of the Securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
|
CMS Energy News Release dated June 18, 2025. |
| |
|
|
| 99.2 |
|
CMS Energy News Release dated June 18, 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: June 18, 2025 |
By: |
/s/ Rejji P. Hayes |
| |
|
Rejji P. Hayes |
| |
|
Executive Vice President and Chief Financial Officer |
