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[8-K] CONSUMERS ENERGY CO Reports Material Event

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Consumers Energy Company has issued and sold $850,000,000 principal amount of 5.125% First Mortgage Bonds due 2036. The bonds were issued under an existing Form S-3 shelf registration and related prospectus supplements and free writing prospectus.

Consumers plans to use the net proceeds for general corporate purposes. Estimated offering expenses total $1,684,768, including SEC registration fees, legal and accounting services, trustee costs, rating agency fees, and printing and miscellaneous expenses.

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Insights

Consumers Energy adds $850M of long-term secured debt for general purposes.

Consumers Energy issued $850,000,000 of 5.125% First Mortgage Bonds maturing in 2036. These bonds are secured obligations, placed under an existing Form S-3 shelf registration with underwriters via a standard underwriting agreement.

The filing notes net proceeds will be used for general corporate purposes, which can include refinancing, capital projects, or other corporate needs, though specifics are not detailed here. Estimated offering expenses are $1,684,768, with significant rating agency fees of $1,317,500, reflecting the importance of credit ratings for this type of utility debt.

For investors evaluating credit quality, the key elements in this disclosure are the new long-dated maturity profile at 5.125% and the secured nature of the bonds. Subsequent financial statements and regulatory filings will show how this issuance affects overall leverage, interest expense, and capital investment plans.

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, and exhibit attachments filed with this report.
Bond principal $850,000,000 5.125% First Mortgage Bonds due 2036
Coupon rate 5.125% First Mortgage Bonds due 2036
Maturity year 2036 First Mortgage Bonds
Total estimated offering expenses $1,684,768 Expenses related to $850,000,000 bond offering
SEC registration fee $117,268 Part of offering expenses
Rating agency fees $1,317,500 Largest single expense category for offering
Legal fees and expenses $95,000 Bond offering costs
First Mortgage Bonds financial
"its 5.125% First Mortgage Bonds due 2036 (the “Bonds”)"
First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.
shelf registration process regulatory
"filed with the Securities and Exchange Commission utilizing a “shelf” registration process"
Registration Statement on Form S-3 regulatory
"under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-293382-01)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Preliminary Prospectus Supplement financial
"a Preliminary Prospectus Supplement dated April 30, 2026 to the Prospectus"
A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.
Issuer Free Writing Prospectus regulatory
"an Issuer Free Writing Prospectus dated April 30, 2026 that included the final terms"
An issuer free writing prospectus is any written communication produced by a company that supplements the formal securities prospectus when offering stock or bonds, but is not part of the long statutory prospectus document. Investors should care because these shorter, flexible documents—like a quick brochure or slide deck—can highlight key facts or updates that affect valuation or risk, so they can influence buying decisions and must be reviewed alongside the formal prospectus for a complete picture.
underwriting agreement financial
"an underwriting agreement among Consumers and the underwriters named in that agreement"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Understanding 8-K Material Events →
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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) May 5, 2026

 

Commission
File Number		 Registrant; State of Incorporation;
Address; and Telephone Number		 IRS Employer
Identification No.
     
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
Consumers Energy Company Cumulative Preferred   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:          ¨

 

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 May 5, 2026, Consumers Energy Company ("Consumers") issued and sold $850,000,000 principal amount of its 5.125% First Mortgage Bonds due 2036 (the “Bonds”), pursuant to a registration statement on Form S-3 that Consumers filed with the Securities and Exchange Commission utilizing a “shelf” registration process (No. 333-293382-01) (the "Registration Statement"), a Preliminary Prospectus Supplement dated April 30, 2026 to the Prospectus dated February 11, 2026, an Issuer Free Writing Prospectus dated April 30, 2026 that included the final terms of the transaction, a Final Prospectus Supplement dated April 30, 2026 to the Prospectus dated February 11, 2026 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds. Consumers intends to use the net proceeds for general corporate purposes.

 

This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

1.1Underwriting Agreement dated April 30, 2026 among Consumers and BNP Paribas Securities Corp., J.P. Morgan Securities LLC, PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Fifth Third Securities, Inc., Loop Capital Markets LLC, and Samuel A. Ramirez & Company, Inc., as underwriters.

 

4.1156th Supplemental Indenture dated as of May 5, 2026 between Consumers and The Bank of New York Mellon, as Trustee.

 

4.2Form of 5.125% First Mortgage Bonds due 2036 (included in Exhibit 4.1).

 

5.1Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated May 5, 2026, regarding the legality of the Bonds.

 

23.1Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).

 

99.1Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-293382-01).

 

104.1Included in the cover page, formatted in Inline XBRL

 

 

 

SIGNATURE

 

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.

 

CONSUMERS ENERGY COMPANY
   
Dated: May 5, 2026By:/s/ Rejji P. Hayes
  Rejji P. Hayes
  Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

The expenses to be incurred by Consumers Energy Company relating to the offering of $850,000,000 principal amount of its 5.125% First Mortgage Bonds due 2036, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-293382-01) and a related prospectus supplement filed with the Securities and Exchange Commission and dated April 30, 2026 are estimated to be as follows:

 

Estimated Fees

 

SEC Registration Fee  $117,268 
Services of Independent Registered Public Accounting Firms   90,000 
Trustee Fees and Expenses   30,000 
Legal Fees and Expenses   95,000 
Rating Agency Fees   1,317,500 
Printing and Delivery Expenses   15,000 
Miscellaneous Expenses   20,000 
Total  $1,684,768 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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