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) November 617, 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
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
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 ~~November 6, 2025, CMS Energy Corporation (“CMS Energy”) completed the sale of $~~1~~,000,000,000 aggregate principal amount of 3~~.125% Convertible Senior Notes due 2031 (the “Notes”), which included an additional $150,000,000 aggregate principal amount of Notes purchased pursuant to the full exercise of the option granted to the Initial Purchasers (as defined herein) pursuant to the Purchase Agreement (as defined herein) to purchase additional Notes, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)01. ~~The~~Entry ~~Notes~~into ~~were sold under~~ a ~~purchase~~Material ~~agreement~~Definitive ~~(the “Purchase~~ Agreement~~”) dated November 3, 2025 between CMS Energy and Morgan Stanley & Co~~. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (the “Initial Purchasers”) named therein. The Notes bear interest at a fixed rate of 3.125% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2026. The Notes will be convertible into cash or a combination of cash and shares of CMS Energy’s common stock, $0.01 par value per share (“Common Stock”), as described below. The Notes are senior unsecured obligations of CMS Energy, and will mature on May 1, 2031, unless earlier converted, repurchased or redeemed in accordance with their terms.

~~CMS~~Item ~~Energy~~1.02. ~~issued~~Termination ~~the Notes pursuant to an indenture (the “Indenture”), dated as~~ of ~~November~~a 6,Material ~~2025~~Definitive ~~by and between CMS Energy and The Bank of New York Mellon, as trustee (the “Trustee”)~~Agreement.

~~Prior~~Item to8.01. ~~the~~Other ~~close of business on the business day immediately preceding February 1, 2031, the Notes will be convertible at the option of the holders only under certain conditions~~Events.

On orNovember ~~after February 1~~21, ~~2031~~2025, ~~until~~CMS ~~the~~Energy ~~close~~Corporation of(“CMS ~~business on the~~Energy”) ~~second~~amended ~~scheduled~~and ~~trading~~restated ~~day~~its ~~immediately~~Revolving ~~preceding~~Credit ~~the~~Facility ~~maturity date, holders of~~ (the ~~Notes~~“CMS ~~may~~Facility”) ~~convert~~with ~~all~~a orconsortium ~~any portion~~ of ~~their~~banks ~~Notes at~~led ~~their~~by ~~option~~Barclays atBank ~~any~~PLC (“Barclays”), ~~time~~as atAgent, ~~the~~JPMorgan ~~conversion~~Chase ~~rate then in effect~~Bank, ~~irrespective of these conditions~~N.A. ~~CMS~~(“JPMorgan”) ~~Energy will settle conversions of the Notes by paying cash up to the aggregate principal amount of the Notes to be converted~~ and ~~paying~~MUFG orBank, ~~delivering~~LTD. (“MUFG”), as ~~the case may~~Co-Syndication beAgents, ~~cash~~Mizuho Bank, ~~shares~~Ltd. of(“Mizuho”), ~~its~~Bank ~~Common Stock or a combination~~ of ~~cash~~America, ~~and~~N.A. ~~shares~~(“Bank of ~~its Common Stock~~America”), atand ~~its~~Wells ~~election,~~Fargo ~~in respect of the remainder~~Bank, National ifAssociation ~~any,~~(“Wells ofFargo”) ~~its~~as ~~conversion~~Co-Documentation ~~obligation~~Agents. inThe ~~excess~~CMS ofFacility ~~the~~was ~~aggregate~~increased from ~~principal~~$550 ~~amount~~million ofto ~~the~~$750 ~~Notes~~million ~~being~~and ~~converted~~remains unsecured.

~~The~~On November ~~conversion~~21, ~~rate~~2025, ~~for~~Consumers ~~the~~Energy ~~Notes~~Company ~~will~~(“Consumers”) ~~initially~~amended beand 11restated its $1.~~0360~~1 ~~shares~~billion secured Revolving Credit Facility (the “Consumers Facility”) with a consortium of ~~Common~~banks ~~Stock~~led ~~per~~by $1JPMorgan,~~000~~ ~~principal~~as Agent, Barclays and MUFG, as Co-Syndication Agents, Mizuho, Bank of America, and Wells Fargo as Co-Documentation Agents. Obligations under the Consumers Facility in the amount of ~~Notes~~$500 ~~(equivalent~~million will continue to anbe ~~initial~~secured ~~conversion~~by ~~price~~first mortgage bonds of ~~approximately~~Consumers ~~$90.61~~issued ~~per~~pursuant to ~~share~~the 114th Supplemental Indenture dated as of ~~Common~~March 31, 2011, obligations in the amount of $150 million will continue ~~Stock).~~to ~~The~~be ~~initial~~secured ~~conversion~~by ~~price~~first mortgage bonds of Consumers issued pursuant to the ~~Notes~~123rd ~~represents~~Supplemental aIndenture ~~premium~~dated as of ~~approximately~~December 20, 2013, ~~25%~~obligations ~~over~~in the ~~last~~amount ~~reported~~of ~~sale~~$200 ~~price~~million will continue to be secured by first mortgage bonds of ~~CMS~~Consumers ~~Energy’s Common~~issued ~~Stock~~pursuant onto the 132nd ~~New~~Supplemental ~~York~~Indenture ~~Stock~~dated ~~Exchange~~as onof ~~November~~June 35, ~~2025.~~2018, ~~The~~and ~~conversion~~obligations ~~rate~~in ~~and~~ the ~~corresponding~~amount ~~conversion~~of ~~price~~$250 million will continue to be ~~subject~~secured by first mortgage bonds of Consumers issued pursuant to ~~adjustment~~the in146th ~~some~~Supplemental ~~events~~Indenture ~~but~~dated ~~will~~as ~~not~~of beDecember ~~adjusted~~14, ~~for~~2022 ~~any~~all between ~~accrued~~Consumers and ~~unpaid~~The ~~interest~~Bank of New York Mellon, Trustee.

IfBoth the CMS ~~Energy~~Facility ~~undergoes~~and athe ~~“fundamental~~Consumers ~~change”~~Facility ~~(as~~have ~~defined~~five-year terms, inwhich ~~the~~currently ~~Indenture),~~expire ~~subject~~on toNovember ~~certain~~21, ~~conditions~~2030, ~~holders~~each ofwith ~~the~~two, ~~Notes~~one-year ~~may~~extension ~~require~~options. Both the CMS ~~Energy~~Facility toand ~~repurchase~~the ~~for~~Consumers ~~cash~~Facility replace ~~all~~revolving orcredit ~~any~~facilities ~~portion of~~that ~~their~~have ~~Notes~~substantially atsimilar aterms ~~repurchase~~and ~~price~~were ~~equal~~set to ~~100%~~expire ofin ~~the~~2027, ~~principal~~including ~~amount of~~ the forward-looking ~~Notes~~term torate bebased ~~repurchased,~~on ~~plus~~the ~~accrued~~secured ~~and~~overnight ~~unpaid~~financing ~~interest to,~~rate ~~but excluding,~~ (the “~~fundamental~~SOFR ~~change repurchase date~~Rate”) (as ~~defined in~~ the ~~Indenture).~~interest Inrate ~~addition, if certain corporate~~benchmark. ~~events~~Each ~~occur~~of ~~prior to the maturity date or if~~ CMS Energy ~~delivers~~and aConsumers ~~notice~~may ~~of redemption~~continue, ~~CMS~~at ~~Energy~~its ~~may be required~~option, into ~~certain~~borrow ~~circumstances, to~~revolving ~~increase~~loans under the ~~conversion~~Agreement ~~rate~~that ~~for~~incur ainterest ~~holder~~based on ofthe ~~Notes~~Alternate ~~that~~Base ~~elects~~Rate, toas ~~convert~~defined ~~its~~in ~~Notes~~each inof ~~connection~~the ~~with~~CMS ~~such~~Facility aand ~~corporate~~Consumers ~~event~~Facility. orAny ~~to convert~~drawings ~~its~~under ~~Notes~~the ~~called~~CMS ~~(or~~Facility will ~~deemed~~be ~~called)~~used for ~~redemption~~general ~~during~~corporate ~~the~~purposes ~~related~~and ~~redemption~~working ~~period,~~capital. asAny drawings under the ~~case~~Consumers ~~may~~Facility will be, byused afor ~~specified~~general ~~number~~corporate ofpurposes ~~shares~~and ofworking ~~Common Stock~~capital.

~~CMS Energy may not redeem the Notes prior to May 7, 2029.~~ On or ~~after~~November ~~May 7~~21, ~~2029~~2025, ~~CMS~~Consumers ~~Energy~~entered ~~may~~a ~~redeem~~$300 ~~for~~million ~~cash~~secured ~~all~~Revolving orCredit ~~any~~Facility ~~portion~~ (~~subject~~the to$300 ~~certain~~Million ~~limitations~~Facility) onwith ~~partial~~a ~~redemptions)~~consortium of ~~the~~ ~~Notes~~banks ifled ~~the~~by ~~last~~MUFG, ~~reported~~as ~~sale~~Agent, ~~price~~Barclays ofand ~~CMS~~JPMorgan, ~~Energy's~~as ~~Common~~Co-Syndication ~~Stock~~Agents, ~~has~~Mizuho, ~~been~~Bank ~~at least 130%~~ of ~~the~~America, ~~conversion~~and ~~price~~Wells ~~then~~Fargo inas ~~effect for at~~Co-Documentation ~~least~~Agents. Obligations 20under ~~trading days during any 30 consecutive trading day period (including~~ the ~~last~~$300 ~~trading~~Million ~~day of such period) ending on, and including,~~Facility ~~the~~will ~~trading~~be ~~day~~secured ~~immediately~~by ~~preceding~~first ~~the~~mortgage ~~date~~bonds ~~on which CMS Energy provides notice~~ of ~~redemption.~~Consumers ~~The~~issued ~~redemption~~pursuant ~~price~~to ~~for~~ the ~~Notes~~154th ~~will equal~~Supplemental ~~100%~~Indenture ofdated ~~the~~as ~~principal amount~~ of ~~the~~November 21, ~~Notes~~2025 tobetween beConsumers ~~redeemed,~~and ~~plus~~The ~~accrued~~Bank ~~and~~of ~~unpaid~~New ~~interest~~York toMellon, ~~but excluding, the redemption date~~Trustee.

The ~~Indenture~~$300 ~~provides~~Million ~~for~~Facility ~~customary~~has ~~events of~~a ~~default,~~three-year term which ~~include~~currently ~~(subject~~expires on inNovember ~~certain~~21, ~~cases~~2028, towith ~~grace~~two, ~~and~~one-year ~~cure~~extension ~~periods),~~options. ~~among~~The ~~others:~~$300 ~~nonpayment~~Million ofFacility ~~principal~~has orsubstantially ~~interest;~~similar ~~breach of~~terms ~~covenants~~as orthe ~~other~~Consumers Facility ~~agreements~~including in the ~~Indenture;~~forward-looking ~~and~~term ~~certain~~rate ~~events~~based ofon ~~bankruptcy,~~the ~~insolvency~~SOFR orRate ~~reorganization.~~as ~~Generally,~~the ifinterest anrate ~~event~~benchmark. ofConsumers ~~default~~may ~~occurs~~borrow ~~and~~revolving isloans ~~continuing~~ under the ~~Indenture,~~$300 ~~either~~Million ~~the~~Facility ~~Trustee~~that orincur ~~the~~interest ~~holders~~based ofon atthe ~~least~~Alternate ~~25%~~Base inRate, ~~aggregate~~as ~~principal amount~~defined ofin the ~~Notes~~$300 ~~then~~Million ~~outstanding~~Facility. ~~may~~Any ~~declare~~drawings under the ~~principal~~$300 ~~amount~~Million ~~plus~~Facility ~~accrued~~will ~~and~~be ~~unpaid~~used ~~interest~~for ongeneral ~~the~~corporate ~~Notes~~purposes ~~to be immediately due~~ and working ~~payable~~capital.

~~The~~Barclays, ~~Notes~~JPMorgan, ~~will~~MUFG, beMizuho, ~~CMS~~Bank ~~Energy’s~~of ~~direct~~America, ~~unsecured~~ ~~and~~Wells ~~unsubordinated obligations~~Fargo, ~~ranking~~and other ~~equally~~members ~~in priority with all~~ of ~~CMS~~the ~~Energy’s~~lending ~~existing~~consortium ~~and~~have ~~future~~provided ~~unsecured~~banking and ~~unsubordinated~~ ~~indebtedness~~underwriting ~~(including~~services to CMS Energy’s ~~existing 3.375% Convertible Senior Notes due 2028)~~ and ~~senior~~Consumers in ~~right~~the ofordinary ~~payment~~course ~~to all~~ of ~~CMS Energy’s existing and future subordinated debt~~business.

The ~~disclosure~~foregoing indescriptions ~~this~~of the CMS Facility and the Consumers Facility ~~Item~~do ~~2.03~~not ispurport to be complete and are qualified in ~~its~~their entirety by the provisions of the ~~Indenture,~~CMS ~~together~~Facility ~~with~~and the ~~form~~Consumers ~~of global note evidencing the Notes included therein~~Facility, respectively, which are ~~filed~~attached hereto as Exhibits 4 10.1 and 410.2 ~~hereto.~~and ~~Such exhibits are~~ incorporated ~~herein~~ by reference herein.

~~Item~~On 3November 17, 2025, Consumers and The Bank of Nova Scotia entered the Third Amendment (the “Third Amendment”) to the Amended and Restated Revolving Credit Agreement dated November 19, 2018, as amended by that certain First Amendment dated November 23, 2022 and that certain Second Amendment dated November 28, 2023 (the “Agreement”) between Consumers and The Bank of Nova Scotia.02 The Credit Agreement was previously filed as Exhibit 10.1 ~~Unregistered~~to ~~Sales~~the Form 8-K filed November 20, 2018, the First Amendment was previously filed as Exhibit 10.1 to the Form 8-K filed November 29, 2022, and the Second Amendment was previously filed as Exhibit 10.1 to the Form 8-K filed November 29, 2023, and each is incorporated herein by reference. Subject to the terms of ~~Equity~~the ~~Securities~~Third Amendment, effective as of November 17, 2025, the termination date will extend to November 28, 2025. Obligations under the Agreement will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 126th Supplemental Indenture dated as of November 23, 2015 to the Indenture dated as of September 1, 1945, between Consumers and The Bank of New York Mellon, Trustee.

The ~~information~~Bank ~~included or incorporated by reference in Item 2.03~~ of ~~this~~Nova ~~Current~~Scotia ~~Report~~has onprovided ~~Form~~banking ~~8-K~~and isunderwriting ~~incorporated by reference into this Item 3.02 of this Current Report on Form~~services ~~8-K. The Notes were sold~~ to ~~the~~Consumers ~~Initial Purchasers~~ in ~~reliance on~~ the ~~exemption~~ordinary ~~from~~course ~~the registration requirements provided by Section 4(a)(2)~~ of ~~the Securities Act for resale to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act~~business.

~~The Notes and the underlying shares of Common~~Item ~~Stock~~9.01 ~~issuable~~Financial ~~upon~~Statements ~~conversion of the Notes, if any, have not been~~ and ~~will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements~~Exhibits. Initially, the maximum number of shares of Common Stock issuable upon conversion of the Notes, including pursuant to any increase in the conversion rate for any Notes converted in connection with a “make-whole fundamental change” (as defined in the Indenture) or a notice of redemption, is 13,795,000, subject to customary anti-dilution adjustments.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits.

	Exhibit Index
4.1		154^th Supplemental Indenture dated as of November 21, 2025 between Consumers and The Bank of New York Mellon, as Trustee.
10.1		$750 million Sixth Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among CMS Energy, the Banks as defined therein, and Barclays, as Agent.
10.2		$1.1 billion Seventh Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among Consumers, the Banks as defined therein, and JPMorgan, as Agent.
10.3		Third Amendment to the Amended and Restated $250 Million Secured Revolving Credit Agreement
104		Cover Page Interactive Date File (the cover page XBRL tags are embedded in the Inline XBRL document).

	Exhibit Index
4.1	Indenture dated as of November 6, 2025 by and between CMS Energy and The Bank of New York Mellon, as Trustee
4.2	Form of 3.125% Convertible Senior Notes due 2031 (included in Exhibit 4.1)
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

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: November 21, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

	CONSUMERS ENERGY COMPANY

Dated: November 21, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

		CMS ENERGY CORPORATION
Dated: November 6, 2025	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	2025-11-17
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

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