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~~ 12February 23, 2023

Commission		Registrant; State of Incorporation;	IRS Employer
Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	IRS Employer Identification No.
File Number		Address; and Telephone Number	Identification No.
1-5611	CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310
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

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~~ 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 ¨~~

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2023-1-12
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

Item 8.01. Other Events.

~~Item~~On 1February 23, 2023, Consumers Energy Company ("Consumers") issued and sold $700,000,000 aggregate principal amount of its 4.625% First Mortgage Bonds due 2033 (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) ~~Entry~~(the ~~Into~~"Registration Statement"), a ~~Material~~Preliminary ~~Definitive~~Prospectus ~~Agreement~~Supplement dated February 13, 2023 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated February 13, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated February 13, 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 $500 million aggregate principal amount outstanding under its term loan credit agreement dated as of July 22, 2022, and for general corporate purposes.

OnThis ~~January~~Current ~~12,~~Report ~~2023,~~on ~~Consumers~~Form 8-K ~~Energy~~is ~~Company~~being ~~(“Consumers~~filed ~~Energy”), a~~to ~~principal~~file ~~subsidiary of CMS Energy Corporation, and~~ certain ~~institutional~~documents ~~purchasers~~ in ~~the~~connection ~~private~~with ~~placement~~the ~~market~~offering ~~(“Purchasers”) entered~~as ~~into~~exhibits ~~a Bond Purchase Agreement (“BPA”) whereby Consumers Energy will sell~~ to the ~~Purchasers, in a private placement,~~Registration ~~an aggregate principal amount of $400 million First Mortgage Bonds (“FMBs”)~~Statement. The issuance and funding are expected to take place in May 2023, subject to customary closing conditions, and include $115 million aggregate principal amount of 5.24 percent FMBs due 2026, $50 million aggregate principal amount of 5.07 percent FMBs due 2029, $95 million aggregate principal amount of 5.17 percent FMBs due 2032, and $140 million aggregate principal amount of 5.38 percent FMBs due 2037.

~~The foregoing description of the BPA does not purport to be complete and is qualified in its entirety by the provisions of the BPA, which is attached hereto as Exhibit~~Item 109.101. Financial Statements and ~~incorporated by reference herein~~Exhibits.

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

~~(d) Exhibits~~1.1 Underwriting Agreement dated February 13, 2023, among Consumers and Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Comerica Securities, Inc., and Samuel A. Ramirez & Company, Inc., as underwriters.

104.1 ~~Bond~~148th ~~Purchase~~Supplemental ~~Agreement~~Indenture dated as of ~~January~~February 1223, 2023, between Consumers ~~Energy~~ and ~~each~~The Bank of ~~the~~New ~~Purchasers~~York ~~named~~Mellon, ~~therein~~as Trustee.

~~104~~4.12 ~~Cover~~Form ~~Page~~of ~~Interactive Data~~4.625% ~~File~~First ~~(the~~Mortgage ~~cover~~Bonds ~~page~~due ~~XBRL~~2033 ~~tags~~(included ~~are embedded~~ in ~~the~~Exhibit ~~Inline XBRL document~~4.1).

~~SIGNATURES~~5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated February 23, 2023, regarding the legality of the Bonds.

~~Pursuant~~23.1 toConsent ~~the requirements~~ of ~~the~~Melissa ~~Securities~~M. ~~Exchange Act of 1934~~Gleespen, ~~the~~ ~~Registrants~~Esq. ~~have~~(included ~~duly~~in ~~caused~~Exhibit ~~this report to be signed on their behalf by the undersigned hereunto duly authorized~~5.1).

		CMS ENERGY CORPORATION
Dated: January 12, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: January 12, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

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: February 23, 2023	By:	/s/ Rejji P. Hayes
			Rejji P. Hayes
			Executive Vice President and Chief Financial Officer

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