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 1120, 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 ¨

InItem connection with the continuation of an equity offering program under which shares (the “Shares”) of the common stock of CMS Energy Corporation (“CMS Energy”) having an aggregate sales price of up to $1,000,000,000 may be offered and sold from time to time (the “Offering”), CMS Energy filed today with the Securities and Exchange Commission (the “SEC”) an updated prospectus supplement dated February 11, 2026 (the “New Prospectus Supplement”)5. ~~Under the New Prospectus Supplement, Shares having an aggregate offering price of approximately $492~~02.3 ~~million~~Departure ~~remain available for offer and sale. The Shares may be offered and sold in amounts and at times to be determined by CMS Energy from time to time, but CMS Energy has no obligation to offer and sell any~~ of ~~the~~Directors ~~Shares~~or inCertain ~~the~~Officers; ~~Offering.~~Election ~~Actual sales will depend on a variety~~ of ~~factors to~~Directors; beAppointment ~~determined by CMS Energy from time to time, including (among others) market conditions, the trading price~~ of ~~CMS~~Certain ~~Energy’s common~~Officers; ~~stock~~Compensatory ~~and~~Arrangements ~~determinations by CMS Energy~~ of ~~the~~Certain ~~appropriate sources of funding for CMS Energy~~Officers.

~~The~~Effective ~~Offering~~as ~~will~~of ~~occur~~February ~~pursuant to an equity distribution agreement (“Agreement”)~~20, ~~dated December 7~~2026, ~~2023~~Diane Leopold and ~~entered~~Richard ~~into~~P. ~~among (A) CMS Energy, (B) Barclays Bank PLC, JPMorgan~~Keyes ~~Chase~~have ~~Bank,~~been ~~National~~elected ~~Association,~~to ~~KeyBanc~~the ~~Capital~~Boards ~~Markets Inc., Mizuho Markets Americas LLC, Royal Bank~~ of ~~Canada~~Directors ~~and The Bank of Nova Scotia, each in its capacity as purchaser under any forward sale agreement~~ (~~the~~ “~~Forward Purchasers~~Boards”), ~~and~~of (C) Barclays Capital Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., each in its capacity as agent for CMS Energy ~~and/or~~Corporation ~~principal~~ (~~the~~ “~~Agents~~CMS Energy”), and ~~each in~~ its ~~capacity~~principal assubsidiary, ~~agent~~Consumers ~~for~~Energy ~~the~~Company ~~related Forward Purchaser~~ (~~the~~ “~~Forward~~Consumers ~~Sellers~~Energy”). ~~The~~Leopold ~~Agents~~has ~~and~~been ~~the~~appointed ~~Forward Sellers will be entitled~~ to ~~compensation~~ asserve ~~provided~~on ~~under~~ the ~~terms~~Compensation ~~of the Agreement. Under the Agreement, CMS Energy has offered~~ and ~~sold Shares having an aggregate~~Human ~~offering~~Resources ~~price~~Committee ofand ~~approximately $507.7 million as of~~ the ~~date~~Finance ofCommittee ~~the~~and ~~New~~Keyes ~~Prospectus~~has ~~Supplement~~been ~~pursuant~~appointed to aserve ~~previous~~on ~~prospectus supplement and accompanying prospectus. As such, as of~~ the ~~date~~Audit ofCommittee ~~the~~and ~~New Prospectus Supplement~~Governance, ~~Shares having an aggregate offering price of approximately~~Sustainability ~~$492.3 million remain available for offer~~ and ~~sale~~Public ~~pursuant~~Responsibility toCommittee of the ~~Agreement~~Boards.

InPrior ~~connection~~to ~~with~~their ~~each particular forward sale transaction~~elections, ~~the~~and ~~relevant Forward~~pursuant ~~Purchaser~~to ~~or its affiliate will, at~~ CMS Energy’s ~~request,~~and ~~borrow~~Consumers Energy’s ~~from~~Amended ~~third parties~~ and, ~~through~~Restated ~~the relevant Forward Seller~~Bylaws, ~~sell~~ aeach ~~number~~ of the ~~Shares~~Boards ~~equal~~increased toits ~~the~~authorized ~~number~~membership offrom ~~Shares~~nine ~~underlying~~to ~~the~~eleven ~~particular forward sale transaction~~members.

~~CMS~~Leopold ~~Energy~~retired ~~will~~in ~~not~~2025 ~~receive~~as ~~any proceeds from~~ the ~~sale~~executive ofvice ~~borrowed shares~~president byand achief ~~Forward Seller. CMS Energy expects to physically settle each particular forward sale transaction with the relevant Forward~~operating ~~Purchaser~~officer ~~on one or more dates specified by CMS Energy on or prior to the maturity date~~ of ~~that~~Dominion ~~particular forward sale agreement~~Energy, ~~in which case CMS Energy expects to receive per share cash proceeds at settlement equal to the forward sale price under the relevant forward sale agreement~~Inc. ~~However~~(“Dominion”), ~~CMS~~a ~~Energy~~regulated ~~may~~public ~~elect~~electric toutility. ~~cash~~Leopold ~~settle~~joined orDominion ~~net~~in ~~share~~1995 ~~settle~~and ~~a particular forward sale transaction,~~ served in ~~which~~a ~~case CMS~~wide ~~Energy~~variety ~~may~~of ~~not~~positions ~~receive any proceeds (in the case~~ of ~~cash~~increasing ~~settlement)~~responsibility oruntil ~~will~~being ~~not~~named ~~receive~~executive ~~any~~vice ~~proceeds~~president ~~(in the case of net share settlement),~~ and ~~CMS~~co-chief ~~Energy~~operating ~~may owe cash (~~officer in ~~the~~2019, ~~case~~a ofposition ~~cash~~she ~~settlement)~~held oruntil ~~shares~~her ~~(in~~appointment ~~the~~as ~~case~~executive ofvice ~~net~~president ~~share~~and ~~settlement)~~chief tooperating ~~the~~officer ~~relevant~~in ~~Forward Purchaser~~2020.

~~Sales~~Keyes ofis the ~~Shares,~~president ifand ~~any,~~chief ~~under~~executive ~~the~~officer ~~Agreement~~of ~~may~~Meijer, ~~be made in privately~~Inc. ~~negotiated transactions or transactions that are deemed to be~~ (“~~at the market offerings~~Meijer”), asa ~~defined~~private inregional ~~Rule 415~~supercenter. ~~under the~~Keyes ~~Securities~~first ~~Act~~joined ofMeijer ~~1933,~~in as1989 ~~amended,~~and ~~including~~has byheld ~~ordinary~~roles ~~brokers’~~of ~~transactions~~increasing ~~through~~responsibility across the ~~facilities of the New York Stock Exchange~~business, toincluding ~~or through a market maker or directly on or through an electronic communications network~~Pharmacy, atRetail ~~market prices prevailing at the time of sale~~Operations, atand ~~prices~~Supply ~~related~~Chain to& ~~prevailing~~Manufacturing. ~~market~~He ~~prices~~was orelected atas ~~negotiated~~president ~~prices,~~ in ~~block transactions~~2015, ~~through forward purchases/sales,~~ ina ~~any~~position ~~manner~~he ~~permitted~~held byuntil ~~applicable law~~2017, orwhen ashe ~~otherwise~~was ~~agreed~~elected ~~with~~to ~~the~~his ~~Agents~~current ~~or the Forward Purchasers and the Forward Sellers and described in the Prospectus Supplement~~position. ~~CMS~~He ~~Energy~~is ~~may~~also atan ~~any~~executive ~~time~~director ~~suspend~~of ~~solicitation and offers under~~ the ~~Agreement~~Meijer ~~or terminate the Agreement~~board.

~~The~~Leopold ~~Shares~~and ~~will~~Keyes behave ~~offered~~no ~~pursuant~~prior torelationships ~~the~~with ~~New Prospectus Supplement and~~ CMS Energy’s ~~automatic~~or ~~shelf registration statement on Form S-3 (File No. 333-293382) filed on February 11, 2026,~~Consumers ~~with~~Energy ~~the~~and ~~SEC~~there ~~(the~~are ~~“Registration~~no ~~Statement”).~~arrangements ~~This~~or ~~Current~~understandings ~~Report~~between ~~shall~~them ~~not~~and ~~constitute~~CMS anEnergy ~~offer to sell~~ or ~~the~~Consumers ~~solicitation of~~Energy anpursuant ~~offer~~ to ~~buy nor shall there be any sale of these securities in any state in~~ which ~~such~~they ~~offer,~~were ~~solicitation or sale would be unlawful~~elected ~~prior~~as ~~to registration or qualification under the securities laws of any such state~~directors.

~~The~~In ~~foregoing~~connection ~~description~~with oftheir election to the ~~Agreement~~Boards, ~~does~~Leopold ~~not~~and ~~purport~~Keyes will toenter beinto ~~complete~~ Director Indemnification Agreements with CMS Energy and isConsumers ~~qualified~~Energy, ineffective ~~its~~February ~~entirety~~20, by2026. In connection with their election to the ~~provisions~~CMS Energy Board, on February 20, 2026, they will each receive a restricted stock grant, in a pro-rata amount of the annual restricted stock grant provided to non-employee directors in accordance with the ~~Agreement~~CMS Energy Performance Incentive Stock Plan, which ~~was~~description ~~previously~~is ~~filed~~incorporated asherein ~~Exhibit 1~~by reference.1 toGoing ~~the~~forward, ~~Form~~they ~~8-K~~will ~~filed~~be compensated ~~December~~as 7described in the proxy statement for CMS Energy’s Annual Meeting of Shareholders held on May 2, ~~2023~~2025, ~~and~~which description is incorporated herein by reference ~~herein~~.

This Current Report on Form 8-K is being filed to file certain documents in connection with the Offering as exhibits to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

1.1	Equity Distribution Agreement dated December 7, 2023 by and among (A) CMS Energy, (B) Barclays Bank PLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Royal Bank of Canada and The Bank of Nova Scotia, and (C) Barclays Capital Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc., (Exhibit 1.1 to Form 8-K filed December 7, 2023 and incorporated herein by reference)
99.1		CMS Energy News Release dated February 20, 2026
5.1	Opinion of Melissa M. Gleespen, Esq., Vice President, Chief Compliance Officer and Corporate Secretary of CMS Energy
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
23.1	Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1)
104	Cover Page Interactive Data 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 ~~Registrant~~Registrants ~~has~~have duly caused this report to be signed on ~~its~~their behalf by the undersigned hereunto duly authorized.

		CMS ENERGY CORPORATION
Dated: February 11, 2026	By:	/s/ Rejji P. Hayes
Dated: February 20, 2026	By:	/s/ Melissa M. Gleespen
		Rejji P. Hayes
		Melissa M. Gleespen
		Executive Vice President and Chief Financial Officer
		Vice President, Corporate Secretary and Chief Compliance Officer
		CONSUMERS ENERGY COMPANY
Dated: February 20, 2026	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-02-20
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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