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) January 10, 2023

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 January 10, 2023, Consumers Energy Company ("Consumers") issued and sold $425,000,000 aggregate principal amount of its 4.65% First Mortgage Bonds due 2028 (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. 333-236742-01) (the "Registration Statement"), a Preliminary Prospectus Supplement dated January 3, 2023 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated January 3, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated January 3, 2023 to the Prospectus dated February 28, 2020 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 to repay a portion of the $1 billion aggregate principal amount outstanding under its term loan credit agreement dated as of July 22, 2022, and 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.

1.1

Underwriting Agreement dated January 3, 2023, among Consumers and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, and Loop Capital Markets LLC, as underwriters.

4.1

147^th Supplemental Indenture dated as of January 10, 2023, between Consumers and The Bank of New York Mellon, as Trustee.

4.2

Form of 4.65% First Mortgage Bonds due 2028 (included in Exhibit 4.1).

5.1

Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated January 10, 2023, regarding the legality of the Bonds.

23.1

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

99.1

Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-236742-01).

104.1

Included 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: January 10, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

CONSUMERS ENERGY CO 8-K