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) February ~~August 5~~6, ~~2024~~2025

Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	IRS Employer Identification No.
Commission		Registrant; State of Incorporation;	IRS Employer
1-5611	CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310
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 Consumers Energy Company Cumulative Preferred CMS-PB New York Stock Exchange

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 ¨

OnItem ~~August 5, 2024, Consumers Energy Company (“Consumers”) issued and sold $700,000,000 aggregate principal amount of its 4~~2.70% First Mortgage Bonds due 2030 (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 (No02. ~~333-270060-01)~~Results (the "Registration Statement"), a Preliminary Prospectus Supplement dated July 29, 2024 to the Prospectus dated February 27, 2023, an Issuer Free Writing Prospectus dated July 29, 2024 that included the final terms of ~~the~~Operations ~~transaction, a Final Prospectus Supplement dated July 29, 2024 to the Prospectus dated February 27, 2023~~ and ~~an underwriting~~Financial ~~agreement among Consumers and the underwriters named in that agreement with respect to the Bonds~~Condition. Consumers intends to use the net proceeds to redeem its 3.125% First Mortgage Bonds due August 31, 2024, of which $250,000,000 aggregate principal amount was outstanding as of June 30, 2024 and for general corporate purposes.

~~This~~On ~~Current~~February ~~Report~~6, on2025, ~~Form~~CMS ~~8-K~~Energy isCorporation ~~being~~(“CMS Energy”) ~~filed~~issued toa ~~file~~News ~~certain documents~~Release, in ~~connection~~which ~~with~~it ~~the~~announced ~~offering~~its 2024 results. Attached as ~~exhibits~~Exhibit 99.1 to this report and incorporated herein by reference is a copy of the ~~Registration~~CMS ~~Statement~~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, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company 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 February 6, 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 2024 results and provide a business and financial outlook on February 6 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.

1.1 Underwriting Agreement dated July 29, 2024, among Consumers and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Comerica Securities, Inc., KeyBanc Capital Markets Inc. and Loop Capital Markets LLC, as underwriters.

	Exhibit Index
99.1		CMS Energy News Release dated February 6, 2025
99.2		CMS Energy presentation dated February 6, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

~~4.1 152nd Supplemental Indenture dated as of August 5, 2024, between Consumers and The Bank of New York Mellon, as Trustee.~~SIGNATURES

~~4.2~~Pursuant ~~Form~~to the requirements of ~~4.70%~~the ~~First~~Securities ~~Mortgage~~Exchange ~~Bonds~~Act of ~~due~~1934, ~~2030~~the ~~(included~~Registrants inhave ~~Exhibit~~duly 4caused this report to be signed on their behalf by the undersigned hereunto duly authorized.~~1).~~

5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated August 5, 2024, regarding the legality of the Bonds.

		CMS ENERGY CORPORATION

Dated: February 6, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

		CONSUMERS ENERGY COMPANY

Dated: February 6, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

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. 333-270060-01).

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: August 5, 2024	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2025-02-06
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Emerging Growth Company	false

Filing Compare · CONSUMERS ENERGY CO