CMS Energy Corporation issued and sold $1,000,000,000 aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The notes were issued under the company’s Form S-3 shelf registration.
CMS Energy intends to use the net proceeds to repay, at or prior to maturity, $275 million of 2.95% Senior Notes due February 2027 and $350 million of 3.45% Senior Notes due August 2027, and for general corporate purposes.
Estimated offering expenses total $1,800,000. Listed estimates include $1,550,350 for rating agency fees, $87,000 for the SEC registration fee, $75,000 for legal fees and expenses, $55,000 for services of independent registered public accounting firms, $12,650 for trustee fees and expenses, and $10,000 each for printing and delivery and miscellaneous expenses.
CMS Energy Corporation is offering fixed-to-fixed reset rate junior subordinated notes due 2057; the preliminary terms remain subject to completion. Interest is payable semi-annually beginning July 1, 2027. Starting July 1, 2032, the rate resets every five years to the Five-Year Treasury Rate plus a spread, with a floor equal to the initial rate. CMS Energy may defer interest for up to 20 consecutive semi-annual periods while no event of default is continuing; deferred interest compounds semi-annually.
CMS Energy intends to use net proceeds to repay, at or prior to maturity, its $275 million 2.95% Senior Notes due February 2027 and $350 million 3.45% Senior Notes due August 2027, and for general corporate purposes. The unsecured Notes rank below CMS Energy’s senior indebtedness and are effectively subordinated to liabilities of its subsidiaries. As of September 30, 2026, CMS Energy had approximately $2.975 billion of senior debt and its subsidiaries had approximately $14.202 billion of debt. The Notes have no established trading market, and CMS Energy does not intend to seek exchange listing or quotation.
CMS Energy Corporation registered 2,000,000 shares of common stock for participant purchases through its Stock Purchase Plan. Participants may buy shares directly and reinvest dividends; shares may be newly issued or purchased in the open market by plan administrator Equiniti Trust Company, LLC. When newly issued shares are used, proceeds will go to general corporate purposes.
The Plan requires automatic reinvestment of at least 10% of dividends on shares held in the Plan; participants may reinvest more or receive remaining dividends in cash. The initial investment is at least $250, with that minimum waived for automatic investments of at least $50 for five consecutive transactions. Additional investments may be as low as $25 per transaction, and total annual investments are capped at $250,000.
CMS Energy had 313,625,618 common shares issued and outstanding as of October 7, 2026. Participants pay no purchase commission or service charge, while sales incur fees, including $15 for a Batch Order and $25 for a Market Order. The closing price was $65.86 on October 12, 2026; Plan purchases use separate pricing formulas depending on how shares are acquired.
CMS Energy EVP/CFO Srikant Maddipati purchased 200 shares of CMS Energy common stock on July 31, 2026 at $72.455 per share. This open-market or private transaction increased his directly held position to 34,895 shares. The trade was not designated as under a Rule 10b5-1 trading plan.
MADDIPATI SRIKANTH reported acquisition or exercise transactions in this Form 4 filing.
CMS Energy Corporation EVP/CFO Srikant Maddipati received a grant of 10,184 shares of restricted common stock. The award was granted at no cash cost per share and is subject to a three-year cliff vesting schedule under CMS Energy's Performance Incentive Stock Plan. Following this compensation grant, his directly held common stock position increased to 34,695 shares.
CMS Energy Corp EVP/CFO Srikanth Maddipati has filed an initial Form 3 reporting his equity holdings in the company. The filing shows direct ownership of 24,511 shares of Common Stock and no holdings of the Depositary Shares representing 4.2% Perpetual Preferred Stock, Series C.
CMS Energy Corp Senior Vice President Brandon J. Hofmeister reported an open-market sale of 3,000 shares of common stock at $74.31 per share on May 26, 2026. After this sale, he directly holds 67,111 shares of common stock and indirectly reports 3 shares held in custodial accounts for his children.
CMS reported proposed and recent insider resale activity on a Form 144/A. The filing lists multiple restricted stock vesting lots (1,917; 93; 89; 901 shares) with vesting dates in 01/22/2024, 03/01/2024, 03/04/2024, and 03/22/2024. The excerpt also records a sale by Brandon Hofmeister of 4,000 shares on 02/27/2026 for $312,938.02, and a broker entry showing Fidelity Brokerage Services LLC with 3,000 shares and $222,930.30 on 05/26/2026.
CMS Energy Corporation is starting an equity offering program that allows sales of up to $3,000,000,000 of its common stock from time to time. The program is established under an equity distribution agreement with multiple banks acting as agents, forward purchasers and forward sellers.
Shares may be sold in ordinary brokerage trades, block trades, privately negotiated deals or transactions deemed “at the market offerings” under Rule 415. CMS Energy may also use forward sale transactions, where it initially receives no proceeds from borrowed share sales and later chooses physical, cash or net share settlement, and can suspend or terminate the program at any time.
CMS Energy Corporation proposes to offer common stock having an aggregate sales price of up to $3,000,000,000 pursuant to an equity distribution agreement dated May 13, 2026. The sales may be effected from time to time at prevailing market prices, through designated sales agents or via forward sale agreements.
The prospectus supplement states proceeds received on physical settlement of any forward sale agreement will be available for general corporate purposes, which may include reduction of debt, capital expenditures, investment in subsidiaries and working capital. The program permits sales through multiple dealers as agents or as principals and contemplates settlement methods that may include physical settlement, cash settlement or net share settlement.