UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OF

~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report: ~~(Date of earliest~~ ~~event~~December ~~reported) August 4~~5, 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

(Date of earliest event reported)

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:

Commission file	Registrant, State of Incorporation or Organization,	IRS Employer
number	Address of Principal Executive Offices and Telephone Number	Identification Number
1-5611	CONSUMERS ENERGY COMPANY (a Michigan corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310
333-274648-01	CONSUMERS 2023 SECURITIZATION FUNDING LLC (a Delaware limited liability company) c/o Consumers Energy Company One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	93-3119763

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting ~~material~~ ~~pursuant~~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~~SECURITIES ~~registered~~REGISTERED ~~pursuant~~PURSUANT toTO ~~Section~~SECTION 12(b) ofOF ~~the~~THE ~~Act~~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
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: ¨~~

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. ¨

OnItem ~~August 4, 2023, Consumers Energy Company (“Consumers”) issued and sold $500,000,000 aggregate principal amount of its 4~~8.90% First Mortgage Bonds due 2029 (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. 333-270060-01) (the “Registration Statement”), a Preliminary Prospectus Supplement dated July 31, 2023 to the Prospectus dated February 27, 2023, an Issuer Free Writing Prospectus dated July 31, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated July 31, 2023 to the Prospectus dated February 27, 2023 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds. ~~Consumers~~Other ~~intends to use the net proceeds to redeem its 3.375% First Mortgage Bonds due August 15, 2023, of which $325,000,000 aggregate principal amount is outstanding and for general corporate purposes.~~Events

~~This~~On December 5, 2023, Consumers Energy Company (the “Utility”) and Consumers 2023 Securitization Funding LLC (the “Issuing Entity”) entered into an Underwriting Agreement with Citigroup Global Markets Inc. as representative of the underwriters identified therein with respect to the purchase and sale of $646,000,000 of Senior Secured Securitization Bonds, Series 2023A (the “Securitization Bonds”), to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of December 12, 2023, which are annexed hereto as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. isThe ~~being~~Securitization ~~filed~~Bonds were offered pursuant to ~~file~~the ~~certain~~prospectus ~~documents~~dated inDecember 5, 2023 (the “Prospectus”). In connection with the ~~offering~~issuance of the Securitization Bonds, the Utility and/or the Issuing Entity also expect to enter into an Amended and Restated Limited Liability Company Agreement, Securitization Property Servicing Agreement, Securitization Property Purchase and Sale Agreement, Administration Agreement and Intercreditor Agreement, which are annexed hereto as ~~exhibits~~Exhibits 3.2, 10.1, 10.2, 10.3 and 10.4, respectively, to ~~the~~this ~~Registration~~Current Report ~~Statement~~on 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement dated July 31, 2023, among Consumers and MUFG Securities Americas Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., and Loop Capital Markets LLC, as underwriters.

Exhibit No.		Description

1.1		Underwriting Agreement among Consumers 2023 Securitization Funding LLC, Consumers Energy Company and Citigroup Global Markets Inc. as representative for the Underwriters identified therein, dated December 5, 2023

3.2		Amended and Restated Limited Liability Company Agreement of Consumers 2023 Securitization Funding LLC, to be dated as of December 12, 2023

4.1		Indenture by and between Consumers 2023 Securitization Funding LLC and The Bank of New York Mellon, as indenture trustee, as a securities intermediary and as an account bank (including forms of the Senior Secured Securitization Bonds), to be dated as of December 12, 2023

4.2		Series Supplement by and between Consumers 2023 Securitization Funding LLC and The Bank of New York Mellon, as indenture trustee, to be dated as of December 12, 2023

10.1		Securitization Property Servicing Agreement between Consumers 2023 Securitization Funding LLC and Consumers Energy Company, as Servicer, to be dated as of December 12, 2023

10.2		Securitization Property Purchase and Sale Agreement between Consumers 2023 Securitization Funding LLC and Consumers Energy Company, as Seller, to be dated as of December 12, 2023

10.3		Administration Agreement between Consumers 2023 Securitization Funding LLC and Consumers Energy Company, as Administrator, to be dated as of December 12, 2023

10.4		Intercreditor Agreement among The Bank of New York Mellon, as trustee for the securitization bonds issued by Consumers 2014 Securitization Funding LLC, Consumers 2014 Securitization Funding LLC, The Bank of New York Mellon as indenture trustee, Consumers 2023 Securitization Funding LLC and Consumers Energy Company, to be dated as of December 12, 2023

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

~~4.1 150th Supplemental Indenture dated as of August 4, 2023, between Consumers and The Bank of New York Mellon, as Trustee.~~SIGNATURES

~~4.2~~Pursuant ~~Form~~to the requirements of ~~4.90%~~the Securities ~~First~~Exchange ~~Mortgage~~Act ~~Bonds~~of ~~due~~1934, ~~2029~~the ~~(included~~registrants inhave ~~Exhibit~~duly 4caused this report to be signed on their behalf by the undersigned thereunto duly authorized.~~1).~~

5.1 Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate Secretary and Chief Compliance Officer of Consumers, dated August 4, 2023, regarding the legality of the Bonds.

	CONSUMERS ENERGY COMPANY

	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
Dated: December 6, 2023		Executive Vice President and Chief Financial Officer

	CONSUMERS 2023 SECURITIZATION FUNDING LLC

	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
Dated: December 6, 2023		Executive Vice President

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 4, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

Co-Registrant CIK	0001991774
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2023-12-05
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

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