Cms Energy Corp 8-K Filing

FAQ

Key Financial Figures

• $0.01 — CMS Energy Corporation Common Stock, $0.01 par value CMS New York Stock Exchan
• $1,000,000,000 — on ("CMS Energy") completed the sale of $1,000,000,000 aggregate principal amount of 3.125% Co
• $150,000,000 — "Notes"), which included an additional $150,000,000 aggregate principal amount of Notes pur
• $1,000 — y be 11.0360 shares of Common Stock per $1,000 principal amount of Notes (equivalent t
• $90.61 — itial conversion price of approximately $90.61 per share of Common Stock). The initial

Filing Documents

• tm2530408d1_8k.htm (8-K) — 43KB
• tm2530408d1_ex4-1.htm (EX-4.1) — 724KB
• tm2530408d1_ex4-1img001.jpg (GRAPHIC) — 2KB
• tm2530408d1_ex4-1img002.jpg (GRAPHIC) — 2KB
• tm2530408d1_ex4-1img003.jpg (GRAPHIC) — 2KB
• tm2530408d1_ex4-1img004.jpg (GRAPHIC) — 3KB
• tm2530408d1_ex4-1img005.jpg (GRAPHIC) — 2KB
• tm2530408d1_ex4-1img006.jpg (GRAPHIC) — 3KB
• 0001104659-25-107549.txt ( ) — 1156KB
• cms-20251106.xsd (EX-101.SCH) — 4KB
• cms-20251106_def.xml (EX-101.DEF) — 28KB
• cms-20251106_lab.xml (EX-101.LAB) — 38KB
• cms-20251106_pre.xml (EX-101.PRE) — 26KB
• tm2530408d1_8k_htm.xml (XML) — 9KB

03. Creation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On 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"). The Notes were sold under a purchase agreement (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 Energy issued the Notes pursuant to an indenture (the "Indenture"), dated as of November 6, 2025 by and between CMS Energy and The Bank of New York Mellon, as trustee (the "Trustee"). Prior to the 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. On or after Fe

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The information included or incorporated by reference in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K. The Notes were sold to the Initial Purchasers in reliance on the exemption from 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. The Notes and the underlying shares of Common Stock issuable upon 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. 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CMS ENERGY CORPORATION Dated: November 6, 2025 By: /s/ Rejji P. Hayes Rejji P. Hayes Executive Vice President and Chief Financial Officer

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