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~~February 175, ~~2025~~2026

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 ¨

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Item~~On 1February 5, 2026, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2025 results.02 Attached as Exhibit 99.1 ~~Termination~~to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a ~~Material~~part ~~Definitive~~of ~~Agreement~~this report.

~~Item~~Exhibit 99.1 8contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules.~~01.~~ Other ~~Events~~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, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, or other items. Management views adjusted earnings as a key measure of CMS Energy’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, CMS Energy 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.

OnItem November 21, 2025, CMS Energy Corporation (“CMS Energy”) amended and restated its Revolving Credit Facility (the “CMS Facility”) with a consortium of banks led by Barclays Bank PLC (“Barclays”), as Agent, JPMorgan Chase Bank, N7.A01. ~~(“JPMorgan”)~~Regulation ~~and~~FD ~~MUFG Bank, LTD~~Disclosure. (“MUFG”), as Co-Syndication Agents, Mizuho Bank, Ltd. (“Mizuho”), Bank of America, N.A. (“Bank of America”), and Wells Fargo Bank, National Association (“Wells Fargo”) as Co-Documentation Agents. The CMS Facility was increased from $550 million to $750 million and remains unsecured.

~~On November~~The ~~21,~~information ~~2025,~~set ~~Consumers~~forth Energy Company (“Consumers”) amended and restated its $1.1 billion secured Revolving Credit Facility (the “Consumers Facility”) with a consortium of banks led by JPMorgan, 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~~CMS ofEnergy ~~$500~~News ~~million~~Release ~~will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 114th Supplemental Indenture~~ dated ~~as of March~~February 315, ~~2011~~ 2026, ~~obligations~~attached ~~in the amount of $150 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 123rd Supplemental Indenture dated~~ as ~~of December~~Exhibit 2099.1, ~~2013,~~ ~~obligations~~is inincorporated ~~the amount of $200 million will continue to be secured~~ by ~~first~~reference ~~mortgage bonds of Consumers issued pursuant to the 132nd Supplemental Indenture dated as of June 5, 2018, and obligations~~ in ~~the~~response ~~amount of $250 million will continue~~ to bethis ~~secured by first mortgage bonds of Consumers issued pursuant to the 146th Supplemental Indenture dated as of December 14, 2022 all between Consumers and The Bank of New York Mellon, Trustee~~Item 7. 01.

~~Both the~~ CMS ~~Facility~~Energy ~~and~~will ~~the~~hold ~~Consumers~~a ~~Facility~~webcast ~~have~~to ~~five-year~~discuss ~~terms, which~~its ~~currently~~2025 ~~expire~~results ~~on November 21, 2030, each with two, one-year extension options. Both the CMS Facility~~ and ~~the Consumers Facility~~provide ~~replace~~a ~~revolving~~business ~~credit facilities that have substantially similar terms~~ and ~~were~~financial ~~set~~outlook ~~to expire in 2027, including the forward-looking term rate based~~ on ~~the~~February 5 ~~secured~~at ~~overnight~~10:00 ~~financing rate~~ a.m. (~~the “SOFR Rate”~~ET) ~~as the interest rate benchmark~~. ~~Each~~ ofA ~~CMS~~copy ~~Energy and Consumers may continue, at its option, to borrow revolving loans under the Agreement that incur interest based on the Alternate Base Rate, as defined in each~~ of the CMS ~~Facility~~Energy ~~and~~presentation ~~Consumers~~is ~~Facility.~~furnished ~~Any~~as ~~drawings under the CMS Facility~~Exhibit 99.2 ~~will~~to bethis ~~used for general corporate purposes and working capital~~report. ~~Any~~A ~~drawings~~webcast ~~under~~of the ~~Consumers~~presentation ~~Facility~~ will be ~~used~~available ~~for~~on ~~general~~the ~~corporate purposes~~CMS ~~and~~Energy ~~working~~website, ~~capital~~www.cmsenergy.com.

~~On November~~In ~~21,~~accordance ~~2025,~~with ~~Consumers~~General ~~entered~~Instruction aB.2 ~~$300~~of ~~million~~Form 8-K, ~~secured Revolving Credit Facility (~~the ~~$300 Million Facility) with a consortium of~~information ~~banks~~in ~~led~~this byCurrent ~~MUFG,~~Report ason ~~Agent, Barclays and JPMorgan, as Co~~Form 8-~~Syndication Agents~~K, ~~Mizuho,~~including ~~Bank~~Exhibits 99.1 ofand ~~America~~99.2, ~~and~~shall ~~Wells~~not ~~Fargo~~be asdeemed ~~Co-Documentation Agents. Obligations~~“filed” ~~under~~for the ~~$300 Million Facility~~purposes ~~will~~of beSection 18 ~~secured~~of bythe ~~first~~Securities ~~mortgage~~Exchange ~~bonds~~Act of ~~Consumers~~1934, ~~issued~~or ~~pursuant~~otherwise subject to the ~~154th~~liabilities ~~Supplemental~~of ~~Indenture~~that ~~dated~~section, asnor ofshall ~~November~~it be deemed ~~21,~~incorporated ~~2025~~by ~~between~~reference ~~Consumers~~in ~~and~~any ~~The~~filing ~~Bank~~under ofthe ~~New~~Securities ~~York~~Act ~~Mellon,~~of ~~Trustee~~1933.

~~The~~Investors ~~$300~~and ~~Million~~others ~~Facility~~should ~~has~~note athat ~~three-year~~CMS ~~term~~Energy ~~which~~routinely ~~currently~~posts ~~expires~~important oninformation ~~November 21, 2028, with two, one-year extension options. The $300 Million Facility has substantially similar terms as the Consumers Facility including the forward-looking term rate based~~ on ~~the~~its ~~SOFR~~website ~~Rate~~and asconsiders the ~~interest~~Investor ~~rate~~Relations ~~benchmark. Consumers may borrow revolving loans under the $300 Million Facility that incur interest based on the Alternate Base Rate~~section, ~~as defined in the $300 Million Facility~~www.cmsenergy.com/investor-relations, ~~Any~~a ~~drawings~~channel ~~under~~of ~~the $300 Million Facility will be used for general corporate purposes and working capital~~distribution.

~~Barclays,~~Item ~~JPMorgan,~~9.01. ~~MUFG,~~Financial ~~Mizuho,~~Statements ~~Bank of America, Wells Fargo,~~ and ~~other~~ ~~members of the lending consortium have provided banking and underwriting services to CMS Energy and Consumers in the ordinary course of business~~Exhibits.

The foregoing descriptions of the CMS Facility and the Consumers Facility do not purport to be complete and are qualified in their entirety by the provisions of the CMS Facility and the Consumers Facility, respectively, which are attached hereto as Exhibits(d) 10Exhibits.~~1 and 10.2 and incorporated by reference herein.~~

On November 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. The Credit Agreement was previously filed as Exhibit 10.1 to 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 the 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.

	Exhibit Index
99.1		CMS Energy News Release dated February 5, 2026
99.2		CMS Energy presentation dated February 5, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

~~The Bank of Nova Scotia has provided banking and underwriting services to Consumers in the ordinary course of business.~~SIGNATURES

~~Item~~Pursuant to the requirements of the Securities Exchange Act of 1934, ~~9.01~~the ~~Financial~~Registrants ~~Statements~~have ~~and~~duly ~~Exhibits~~caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

		CMS ENERGY CORPORATION

Dated: February 5, 2026	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

		CONSUMERS ENERGY COMPANY

Dated: February 5, 2026	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

	Exhibit Index
4.1		154th 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).

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.

	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

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	~~2025~~2026-1102-1705
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false

Filing Compare · CMS ENERGY CORP