CMS 8-K Current Reports

Leadership ChangesRegulation FDExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Results (Jul 28, 2026)

CMS Energy reported second-quarter 2026 diluted EPS of $0.37, down from $0.66 in the prior-year quarter, while adjusted EPS also came in at $0.37 versus $0.71 a year earlier. The year-to-date picture is less severe: reported EPS of $1.47 (vs. $1.67) and adjusted EPS of $1.50 (vs. $1.73). Net income available to common stockholders fell to $117 million from $198 million, driven by lower operating income ($264 million vs. $317 million), lower other income ($75 million vs. $137 million), and higher interest charges ($210 million vs. $199 million). The prior-year quarter also included a $12 million state tax policy adjustment, which is absent in 2026. The most consequential news is the completion of a strategic review at NorthStar Clean Energy. With Board approval, CMS is exiting non-utility renewables development and retaining Michigan assets including Dearborn Industrial Generation (DIG), gas peakers, and roughly 0.5 GW of solar projects. Management says this simplifies the business, reduces parent-level funding needs (more than $500 million through 2030 within the current plan), and moves the company toward nearly 100% utility-based earnings after 2027. Restructuring is targeted for completion by year-end 2026. Management reaffirmed 2026 adjusted EPS guidance of $3.83 to $3.90, with confidence toward the high end, and reaffirmed long-term adjusted EPS growth of 6% to 8%. It introduced 2027 adjusted EPS guidance of $4.08 to $4.17. The company also highlighted a $24 billion 2026–2030 utility capital plan supporting roughly 10.5% rate base growth, a pending Michigan electric rate case order expected by October 16, 2026, and a data center and industrial pipeline of about 9 GW. Investors should weigh the sharp Q2 earnings decline against the reaffirmed full-year outlook, the portfolio simplification, and the dependence on regulatory outcomes and load growth.

Jul 28, 2026 8-K

CMS ENERGY CORP 8-K Report, Executive Changes (Jun 3, 2026)

CMS Energy announced on June 3, 2026 that Chief Financial Officer Rejji P. Hayes retired effective immediately, and named Srikanth (Sri) Maddipati, 43, as his successor as EVP and CFO of CMS Energy and Consumers Energy, also effective June 3, 2026. Maddipati has been with the company for 12 years, previously serving as treasurer (2016-2023), where he managed budgeting, liquidity, financing, and investor, bank, and rating agency relationships, and most recently as senior vice president and president of the electric supply business unit. His compensation was set at a $775,000 base salary, an increase in his incentive target to 80% of base salary, and a $750,000 tenure-based restricted stock award that cliff vests on his third service anniversary. Investor-relations, treasury, tax, accounting, and financial planning now report to him. The leadership change is largely an internal succession with a finance-experienced executive taking the CFO seat, which tends to reduce transition risk. Chris Fultz, previously vice president of low voltage distribution, moves into the senior vice president and president role for electric supply, so operational leadership also changes hands. The filing gives no reason for Hayes's retirement beyond the announcement itself, and no indication of a disagreement. Importantly, CMS Energy reaffirmed in this filing, as of June 3, 2026, the financial guidance it issued on April 28, 2026. For investors, the key takeaways are continuity of guidance and a finance chief with deep treasury and capital markets background, though the filing itself contains no new financial results or guidance changes.

Jun 3, 2026 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Corporate Update (May 13, 2026)

CMS Energy Corporation has announced the commencement of an equity offering program with the potential to raise up to $3 billion in aggregate sales price for its common stock. This program, detailed in a prospectus supplement filed on May 13, 2026, allows CMS Energy to offer and sell shares over time as determined by market conditions, stock price, and funding needs. The company has entered into an equity distribution agreement with a consortium of prominent financial institutions acting as agents and forward purchasers. While CMS Energy has the flexibility to sell shares to raise capital, it is important to note that the company is not obligated to sell any shares and actual sales will depend on various factors. The structure of the offering involves forward sale agreements, where initial proceeds from borrowed shares will not go directly to CMS Energy. The company expects to receive cash proceeds upon physically settling these forward sale agreements, but may elect to cash or net share settle, potentially resulting in no cash proceeds or even an obligation to deliver cash or shares.

May 13, 2026 8-K

CMS ENERGY CORP 8-K Report, Bylaw Amendment (May 13, 2026)

CMS Energy Corporation (CMS) filed an 8-K on May 13, 2026, reporting the outcomes of its 2026 annual shareholder meeting held on May 8, 2026. The most significant outcomes for investors revolve around governance and capital structure. Shareholders approved amendments to the Restated Articles of Incorporation, notably increasing the authorized shares of common stock from 350 million to 700 million and granting shareholders the ability to call a special meeting. These changes provide the company with increased flexibility for future capital raising and strategic initiatives. Additionally, all incumbent directors for both CMS Energy and its subsidiary Consumers Energy were re-elected. The company's executive compensation plan received advisory approval from shareholders, and PricewaterhouseCoopers LLP was ratified as the independent auditor for both entities for the fiscal year ending December 31, 2026. A shareholder proposal to allow for action by written consent did not pass.

May 13, 2026 8-K

Leadership ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Results (Apr 28, 2026)

CMS Energy reported first-quarter 2026 diluted GAAP EPS of $1.10, up from $1.01 a year earlier, and adjusted EPS of $1.13 versus $1.02 in Q1 2025, an 11-cent improvement. GAAP net income available to common stockholders rose to $338 million from $302 million, and diluted shares grew to 307.1 million from 299.1 million, reflecting ongoing equity issuance. Operating revenue increased about 12% to $2.73 billion, though operating income was roughly flat at $490 million versus $494 million as operating expenses rose faster than revenue. Other income more than doubled to $75 million, which helped offset higher interest charges of $203 million. Management reaffirmed full-year 2026 adjusted EPS guidance of $3.83 to $3.90 and long-term adjusted EPS growth of 6% to 8%, now signaling confidence toward the high end. The company cited a Michigan Public Service Commission electric rate order of $217 million at a 9.90% ROE, which supports roughly 66% of the company's requested increase, along with a $24 billion utility capital plan for 2026 to 2030, up $4 billion from the prior plan. Management also highlighted a pipeline of about 9 GW of economic development load, including data centers, and a dividend payout target of roughly 55% over time. Balance sheet activity points to continued external funding needs. Cash fell to $175 million from $509 million at year-end, and total debt rose modestly. Management stated it has about $2.4 billion of net liquidity and has completed or planned financings of about $495 million, including a $142 million item, priced favorably to plan. Investors should watch the pace of equity dilution, the outcome of the next electric rate case expected to be filed by October 16, and the realization of large-load growth.

Apr 28, 2026 8-K

CMS ENERGY CORP 8-K Report, Executive Changes (Feb 20, 2026)

CMS Energy Corporation (NYSE: CMS) and its principal subsidiary, Consumers Energy Company, filed this 8-K on February 20, 2026 to report the election of two new directors to both boards, effective that day. Diane Leopold, retired executive vice president and chief operating officer of Dominion Energy, and Richard P. Keyes, president and CEO of Meijer, Inc., join the boards. Each board increased its authorized membership from nine to eleven seats to accommodate them. For investors, this is a governance filing rather than a financial one. The filing contains no earnings, guidance, balance sheet data, or transaction disclosures. Leopold's three decades of utility operations experience, including her senior operating roles at Dominion, is directly relevant to a regulated electric and gas utility. Keyes brings more than 35 years of operational, strategic, and leadership experience from a large private retailer. Leopold was appointed to the Compensation and Human Resources and Finance Committees, and Keyes to the Audit and Governance, Sustainability and Public Responsibility Committees. The filing states that neither director had prior relationships with CMS Energy or Consumers Energy, and that no arrangements or understandings exist that led to their elections. Both directors will receive pro-rata restricted stock grants for the current cycle and will enter into standard director indemnification agreements. Their ongoing compensation follows the non-employee director program described in the 2025 proxy statement.

Feb 20, 2026 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Feb 11, 2026)

CMS Energy Corporation (CMS) has filed an 8-K to report on its ongoing equity offering program. The company announced the filing of an updated prospectus supplement, indicating that approximately $492.3 million worth of common stock remains available for sale under its existing $1 billion program. This offering allows CMS Energy to sell shares opportunistically based on market conditions, stock trading prices, and funding needs, providing financial flexibility.

Feb 11, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Results (Feb 5, 2026)

CMS Energy reported full-year 2025 diluted GAAP EPS of $3.53, up from $3.33 in 2024, and adjusted EPS of $3.61, up from $3.34, beating its prior guidance range. The company attributed the outperformance largely to NorthStar Clean Energy, its independent power generation business. Net income available to common stockholders rose to $1,061 million from $993 million, and operating revenue grew about 14% to $8,539 million, with operating income up to $1,727 million from $1,487 million. Management raised 2026 adjusted EPS guidance to $3.83–$3.90 from $3.80–$3.87, and reaffirmed long-term adjusted EPS growth of 6–8% with continued confidence toward the high end. The board increased the annual dividend by 11 cents to $2.28 per share for 2026, the 20th consecutive annual increase. CEO Garrick Rochow cited constructive regulatory outcomes, solid cost performance at the utility, and strong NorthStar results, while stressing reliability and affordability as priorities. The balance sheet grew meaningfully as capital spending expanded. Plant, property and equipment rose to $30,680 million from $27,461 million, and total debt and finance leases (excluding securitization) increased to $18,313 million from $15,866 million. Operating cash flow was $2,235 million, versus $4,038 million of investing outflows, requiring substantial financing inflows of $2,240 million. Investors should weigh the earnings momentum against rising leverage and the capital-intensive growth plan.

Feb 5, 2026 8-K

CMS ENERGY CORP 8-K Report, Material Agreement (Nov 21, 2025)

CMS Energy Corporation and its subsidiary Consumers Energy Company have significantly strengthened their liquidity positions through the amendment and restatement of multiple revolving credit facilities. On November 21, 2025, CMS Energy increased its unsecured revolving credit facility by $200 million to $750 million, with a five-year term extending to November 21, 2030, plus extension options. Simultaneously, Consumers Energy amended and restated its primary $1.1 billion secured revolving credit facility, also with a five-year term, and entered into a new $300 million secured revolving credit facility with a three-year term. These actions enhance financial flexibility, providing ample resources for general corporate purposes and working capital, and signal continued confidence from a consortium of major financial institutions.

Nov 21, 2025 8-K

Financial EventsSecurities & ListingExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Obligation (Nov 6, 2025)

CMS Energy Corporation (CMS) has filed an 8-K report detailing the successful sale of $1.15 billion in aggregate principal amount of 3.125% Convertible Senior Notes due 2031. This offering, which included the full exercise of an over-allotment option, was conducted as a private placement to qualified institutional buyers under Rule 144A, generating significant capital for the company. The notes bear a fixed interest rate of 3.125% and mature on May 1, 2031, with semiannual interest payments. This move by CMS Energy provides a substantial influx of long-term debt financing, which may be used for general corporate purposes and to strengthen its balance sheet or fund strategic initiatives. Investors should note the convertible nature of the notes, which allows for potential conversion into cash or a combination of cash and CMS Energy common stock, offering upside participation.

Nov 6, 2025 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Nov 4, 2025)

CMS Energy Corporation (NYSE: CMS) priced an upsized private placement of $850 million aggregate principal amount of 3.125% Convertible Senior Notes due 2031, up from a previously announced $750 million offering, with the initial purchasers holding an option for an additional $150 million. Settlement is expected November 6, 2025. Net proceeds are estimated at approximately $839.3 million, or about $987.7 million if the option is exercised in full, after discounts, commissions, and expenses. The primary use of proceeds is to retire the company's $250 million 3.60% Senior Notes maturing November 15, 2025, with the remainder going to general corporate purposes. Because the notes are convertible, the financing lets CMS refinance near-term maturities while deferring equity issuance. The 3.125% coupon is low relative to typical straight utility debt, though investors should weigh the dilution potential of the conversion feature. The conversion price is about $90.61 per share, a roughly 25% premium to the November 3, 2025 closing price, and the conversion rate is 11.0360 shares per $1,000 principal. Holders cannot convert before February 1, 2031, except under specified conditions. CMS may settle conversions in cash, shares, or a combination, which gives it flexibility to limit share dilution. The company cannot redeem the notes before May 7, 2029, and afterward may redeem them only if its stock trades at or above 130% of the conversion price. The offering is a Rule 144A private placement, so the securities are not registered under the Securities Act.

Nov 4, 2025 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Nov 3, 2025)

On November 3, 2025, CMS Energy announced its intent to sell $750 million of convertible senior notes due 2031 in a private placement to qualified institutional buyers under Rule 144A. The filing is a launch announcement, not a pricing release. It does not disclose the coupon, conversion price, or conversion premium, and it notes that the offering may not be completed on its anticipated terms or at all. CMS also expects to grant the initial purchasers an option to buy up to an additional $112.5 million of notes within 13 days of first issuance, which would raise total potential gross proceeds to $862.5 million. CMS plans to use the net proceeds mainly to retire its $250 million 3.60% senior notes maturing November 15, 2025, which is a near-term maturity. The remaining proceeds will go to general corporate purposes. The notes will be senior, unsecured obligations of the parent company, with semiannual interest. Conversions will be settled with cash up to the principal amount, with the excess settled in cash, common shares, or a mix at CMS's election. This settlement flexibility lets CMS limit dilution, though investors will need the final pricing terms to judge the actual dilution risk. For investors, the deal is primarily a refinancing and liquidity action tied to a debt maturity that is only weeks away. It also reflects continued reliance on capital markets to fund a utility with large capital needs. The securities are unregistered, so they cannot be offered or sold in the U.S. except under an exemption. Investors should watch for the pricing announcement and the final offering terms.

Nov 3, 2025 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Oct 30, 2025)

CMS Energy reported third-quarter 2025 diluted GAAP EPS of $0.92 versus $0.84 a year earlier, and adjusted EPS of $0.93 versus $0.84. Net income available to common stockholders was $275 million in Q3 2025 compared with $251 million in Q3 2024. For the first nine months, reported EPS was $2.59 (vs. $2.45) and adjusted EPS was $2.66 (vs. $2.47), which management attributes largely to constructive regulatory outcomes and favorable weather. Year-to-date adjusted EPS excludes a $12 million state tax policy change and smaller restructuring and other items. Management raised its 2025 adjusted EPS guidance to $3.56–$3.60 from $3.54–$3.60, with the company now signaling a position toward the high end of that range. It also initiated 2026 adjusted EPS guidance of $3.80–$3.87, toward the high end, and reaffirmed a 6% to 8% long-term adjusted EPS growth target and a dividend payout ratio of about 60% over time. The presentation highlights a $20 billion utility capital plan for 2025–2029, up $3 billion from the prior plan, and a broader customer investment opportunity of roughly $25 billion or more through 2035 that is not yet in the plan. Regulatory momentum was a central theme. Recent orders included a $157.5 million natural gas rate case order with a 9.8% ROE (Sept. 30), a Renewable Energy Plan order approving an additional 8 GW of solar and 2.8 GW of wind (Sept. 11), and an earlier electric rate order at a 9.9% ROE. Investors should note that the quarter's results benefited from weather and regulatory outcomes, and that the 2026 guidance and capital plan depend on continued constructive regulation and execution on large data center and manufacturing load pipelines.

Oct 30, 2025 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Jul 31, 2025)

CMS Energy reported second-quarter 2025 diluted GAAP EPS of $0.66, up from $0.65 a year earlier, and adjusted EPS of $0.71 versus $0.66. For the first six months, GAAP EPS was $1.67 (vs. $1.61) and adjusted EPS was $1.73 (vs. $1.63). Management attributes the year-to-date improvement to constructive regulatory outcomes, cost-reduction initiatives and favorable weather. Q2 GAAP net income available to common stockholders rose to $198 million from $195 million, and operating revenue grew about 14% to $1,838 million. The company reaffirmed its 2025 adjusted EPS guidance of $3.54 to $3.60, with management signaling confidence toward the high end, and reiterated long-term adjusted EPS growth of 6% to 8%. The accompanying presentation shows a utility capital plan raised to $20 billion for 2025-2029, up $3 billion from the prior plan, and a dividend payout ratio target of about 60% over time. Balance sheet metrics show total assets of $37.7 billion and debt and finance leases (excluding securitization) rising to $17.4 billion from $15.9 billion at year-end 2024, reflecting heavier borrowing to fund capital investment, though liquidity was about $2.7 billion. CEO Garrick Rochow also announced an agreement with a new data center expected to add up to 1 gigawatt of load in Consumers Energy's service territory, which management frames as a source of economic development and future load growth. Investors should note that the Q2 adjusted EPS of $0.71 benefited from a $0.04 state tax policy change that is excluded from adjusted results, and that the company's 2025 guidance has not been updated beyond reaffirmation. Key items to monitor include regulatory orders from the Michigan Public Service Commission expected by September and October 2025, data center contract details, and the pace of capital deployment and financing.

Jul 31, 2025 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Jun 18, 2025)

CMS Energy Corporation (NYSE: CMS) disclosed in this June 18, 2025 Form 8-K that it announced the early results and pricing of its cash tender offer for certain outstanding bonds issued by its principal subsidiary, Consumers Energy Company. CMS upsized the Aggregate Tender Cap from $125 million to $147.095 million in aggregate principal amount, and the entire cap is being filled by tenders of Consumers' 2.500% First Mortgage Bonds due 2060 (CUSIP 210518 DJ2), which had Acceptance Priority Level 1. Because validly tendered 2060 Bonds met the cap at the June 17, 2025 Early Tender Date, CMS does not expect to purchase any other series. The filing is a liability management transaction that retires a portion of Consumers' long-dated debt rather than raising new capital. The pricing terms set a Total Consideration of $565.15 per $1,000 principal amount, which includes a $30 early tender payment. The yield is calculated as the 4.872% reference yield on the 4.625% U.S. Treasury due February 2055 plus a 35 basis point fixed spread, producing a 5.222% tender offer yield. Accrued interest is paid in addition, and the early settlement date is expected to be June 23, 2025, with the offer scheduled to expire July 3, 2025. CMS states it will fund the purchase with cash on hand, so the transaction is expected to reduce cash balances by roughly $147 million plus accrued interest and the early tender premium, with a corresponding reduction in Consumers' long-term debt. For investors, the 8-K is primarily informational and carries limited earnings impact, but it offers insight into CMS's debt management approach and the market's pricing of Consumers' 2060 paper. The tender was heavily oversubscribed relative to the cap, which the company interprets as demand for its debt. The filing contains standard forward-looking statement cautions covering regulatory, weather, financing, and cybersecurity risks, and the offer is conditioned on customary terms that CMS may waive at its discretion.

Jun 18, 2025 8-K

Leadership Changes

CMS ENERGY CORP 8-K Report, Executive Changes (Jun 6, 2025)

CMS Energy Corporation (CMS) and its subsidiary Consumers Energy Company have filed an 8-K report primarily announcing the retirement of a long-serving director. Kurt Darrow, a board member since 2013, has chosen to step down from both the CMS Energy and Consumers Energy Boards of Directors, effective July 1, 2025. The company explicitly states that this retirement is personal and not a result of any disputes or disagreements with management or the company's operations. Darrow's departure marks the end of his eleven-year tenure on the boards. While this filing is limited in scope, it provides transparency regarding changes in board composition. Investors will want to note the reason for the departure being personal, which suggests no underlying governance or operational concerns. The company has expressed gratitude for Darrow's service, indicating a smooth transition. The report also includes standard procedural information and exhibit index details.

Jun 6, 2025 8-K

Leadership ChangesOther EventsExhibits & Filings

CMS ENERGY CORP 8-K Report, Corporate Update (Jun 4, 2025)

On June 4, 2025, CMS Energy announced a cash tender offer for up to $125 million aggregate principal amount of five series of first mortgage bonds issued by its principal subsidiary, Consumers Energy Company. The five series total $2.4 billion in outstanding principal, so the offer targets roughly 5% of that amount. The filing is a routine liability-management disclosure. It contains no financial statements, earnings data, or guidance, and it does not state the reason for the offer. The offer is structured in priority tiers. Holders who tender by the 5:00 p.m. New York time early tender deadline on June 17, 2025 receive the total consideration, which includes a $30 per $1,000 principal early tender payment. Total consideration is priced off a fixed spread over a U.S. Treasury reference security, set at 10:00 a.m. on June 18, 2025. Bonds tendered after the early deadline, but before the July 3, 2025 expiration, receive only the tender offer consideration, which excludes the early payment. Early tenders are accepted ahead of late tenders regardless of priority level. Among the bonds, the 2.500% bonds due 2060 have the highest acceptance priority and a $125 million series sublimit, which means they could absorb the entire cap. The other four series have lower priority and no separate sublimit. For investors, the transaction is primarily a debt-management event at the utility subsidiary. It may modestly reduce outstanding long-term debt and reflects management's use of market conditions to manage its interest-cost profile. The announcement carries no direct earnings or cash-flow impact beyond the cash used for purchases. CMS Energy also reserves the right to change the caps, extend, or terminate the offer. Investors should treat the offer's outcome as information about the utility's financing approach, not as a sign of financial stress or a material change in its credit profile.

Jun 4, 2025 8-K

CMS ENERGY CORP 8-K Report, Executive Changes (May 15, 2025)

On May 15, 2025, CMS Energy Corporation (NYSE: CMS) announced a new corporate organizational structure designed to support its operational transformation and long-term company strategy, effective July 1, 2025. The reorganization is primarily a leadership and governance restructuring rather than a financial event: the filing discloses no financial results, guidance changes, capital spending updates, or acquisitions. Under Item 5.02, Tonya L. Berry will become executive vice president and chief operating officer for both CMS Energy and Consumers Energy, with her compensation and biographical details incorporated by reference from the February 2025 10-K and March 2025 proxy statement. The broader reorganization consolidates operations into four key business units, with leadership appointments across customer, operations and engineering, legal and transformation, and finance functions. Notable changes include Lauren Snyder as senior vice president and chief customer and growth officer, Shaun Johnson as executive vice president of business transformation and chief legal and administrative officer, and Rejji Hayes, the current CFO, taking on oversight of NorthStar Clean Energy in addition to his existing finance, treasury, accounting, investor relations and supply chain responsibilities. Several current vice presidents are being elevated to president-level roles over Electric Supply, Electric Distribution and Natural Gas Delivery. For investors, the key takeaways are that management is positioning the utility for its operational transformation, that the Operations and Engineering function now has clearer accountability through dedicated business-unit presidents, and that the CFO's expanded scope to include NorthStar Clean Energy may signal increased emphasis on the company's independent power and clean energy businesses. The filing does not quantify any expected cost savings or financial impact, so investors should watch subsequent earnings calls and investor communications for more detail on execution and any financial effects.

May 15, 2025 8-K

Shareholder MattersExhibits & Filings

CMS ENERGY CORP 8-K Report, Shareholder Vote Results (May 6, 2025)

CMS Energy Corporation (CMS) and its subsidiary Consumers Energy Company held their annual shareholder meetings on May 2, 2025, with results reported on May 6, 2025. The primary focus of this 8-K filing is the outcome of shareholder votes on key governance and corporate matters. For CMS Energy, all director nominees were overwhelmingly elected, and the advisory "say-on-pay" proposal for executive compensation was approved. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2025. Notably, a shareholder proposal supporting the ability for shareholders to call a special meeting received majority support, indicating a desire for increased shareholder rights in this regard. For Consumers Energy, similar to its parent company, director nominees were elected with near-unanimous support, and the independent auditor appointment was ratified. The advisory "say-on-pay" proposal also passed with strong approval. These results generally reflect continued shareholder confidence in the company's leadership and financial oversight, with the exception of the shareholder proposal on special meetings, which signals an area for potential future engagement with the investor base.

May 6, 2025 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Apr 24, 2025)

CMS Energy reported first-quarter 2025 diluted EPS of $1.01, up from $0.96 a year earlier, and adjusted (non-GAAP) EPS of $1.02 versus $0.97. Net income available to common stockholders rose to $302 million from $285 million, and operating revenue increased about 12% to $2,447 million. Operating income grew to $494 million from $412 million, though other income fell to $50 million from $86 million and interest charges rose to $186 million from $177 million. The adjustments were small, consisting mainly of restructuring and business optimization costs of roughly $0.01 per share. Management reaffirmed full-year 2025 adjusted EPS guidance of $3.54 to $3.60 and long-term adjusted EPS growth of 6% to 8%, saying it has continued confidence toward the high end of the range. The company cited a constructive Michigan electric rate case order in March 2025 ($176 million, 9.9% ROE) as supporting its electric Reliability Roadmap. Its updated 2025-2029 utility capital plan is $20 billion, up $3 billion from the prior plan, and the presentation also points to about 8.5% annual rate base growth and a dividend payout target near 60% over time. Balance sheet activity was notable: cash rose to $465 million from $103 million at year-end, and debt and finance leases increased to $16.3 billion from $15.9 billion. Management said it has approximately $2.2 billion of net liquidity, plans no Parent equity issuance in 2025 (per the presentation), and issued $1 billion of 6.5% 30-year junior subordinated notes. Investors should weigh the strong operating momentum and reaffirmed guidance against rising leverage, the scale of the capital plan, and the exposure to weather, regulatory outcomes, and industrial demand.

Apr 24, 2025 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Feb 21, 2025)

CMS Energy Corporation (CMS) announced on February 21, 2025, the successful issuance and sale of $1 billion in aggregate principal amount of 6.50% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055. This offering was conducted under CMS Energy's existing shelf registration statement, providing a flexible and established framework for capital raising. The company intends to utilize the net proceeds from this debt issuance for general corporate purposes, which include bolstering working capital and the repayment of existing indebtedness. This strategic move allows CMS Energy to manage its capital structure effectively and ensure operational flexibility for future growth and ongoing business needs.

Feb 21, 2025 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Feb 6, 2025)

CMS Energy closed 2024 with reported diluted EPS of $3.33 (vs. $3.01 in 2023) and adjusted EPS of $3.34 (vs. $3.11), landing toward the high end of its guidance range. Net income available to common stockholders rose to $993 million from $877 million, driven by higher operating income at the utility (operating income up roughly 20% to $1,487 million) partly offset by higher interest charges ($708 million vs. $643 million). Fourth-quarter reported EPS was $0.87 versus $1.05 a year earlier, reflecting a weaker quarter rather than a change in the full-year trend. Operating cash flow was $2,370 million, and total debt and finance leases rose to about $15.9 billion. Management raised its 2025 adjusted EPS guidance to $3.54-$3.60 from $3.52-$3.58, reaffirmed 6-8% long-term adjusted EPS growth with confidence toward the high end, and increased the annual dividend by 11 cents to $2.17 per share, the 19th consecutive annual increase. The updated five-year utility capital plan totals $20 billion for 2025-2029, up $3 billion from the prior plan, and management projects rate base growing from $26.2 billion in 2024 to $39.4 billion in 2029. The company also highlighted over 360 MW of new economic development load and improved outage restoration, with power restored to over 93% of customers within 24 hours. For investors, the key considerations are the capital plan's growth runway, the financing needs it implies (up to $500 million of planned equity issuance in the 2025 financing plan), and the sensitivity of earnings to weather, interest rates, and regulatory outcomes. Pending Michigan regulatory decisions, including the electric rate case and the Renewable Energy Plan, will be important near-term catalysts.

Feb 6, 2025 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Oct 31, 2024)

CMS Energy reported third-quarter 2024 GAAP diluted EPS of $0.84, up from $0.60 in Q3 2023, and adjusted EPS of $0.84 versus $0.61 a year earlier. For the first nine months, reported EPS was $2.45 (vs. $1.96) and adjusted EPS was $2.47 (vs. $2.06), which management attributes largely to constructive regulatory outcomes and solid performance at NorthStar Clean Energy. Operating income rose to $367 million in the quarter from $271 million, and net income available to common stockholders was $251 million versus $174 million. Adjustments were minor in the quarter, and reported and adjusted results nearly matched. CMS reaffirmed 2024 adjusted EPS guidance of $3.29 to $3.35, with management signaling confidence toward the high end, and reaffirmed long-term adjusted EPS growth of 6% to 8%. It introduced 2025 adjusted EPS guidance of $3.52 to $3.58, also trending toward the high end, and noted a utility capital plan of about $17 billion for 2024 to 2028, up $1.5 billion from the prior plan. The presentation highlights a new Michigan energy law, a larger Electric Reliability Roadmap (about $7 billion versus roughly $4 billion previously), and recent rate case outcomes including a $277 million electric request with a 10.25% ROE that was pending a decision. Balance sheet metrics show total assets of $34.8 billion, up from $33.5 billion at year-end 2023, with plant and property growing to $26.7 billion. Debt and finance leases rose to $15.5 billion, and cash on hand was $412 million. Management cites about $2.2 billion of net liquidity and investment-grade credit ratings. The filing is a earnings release and investor presentation furnished under Item 2.02 and Item 7.01, so it is not deemed filed under Section 18 of the Exchange Act.

Oct 31, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Results (Jul 25, 2024)

CMS Energy reported second-quarter 2024 reported EPS of $0.65, down from $0.67 a year earlier, and adjusted EPS of $0.66, down from $0.75. The year-over-year decline in the quarter was driven by the absence of the prior-year $0.09 voluntary separation program benefit and the net effect of other items, while year-to-date results improved meaningfully: reported EPS rose to $1.61 from $1.36 and adjusted EPS rose to $1.63 from $1.45, attributed to constructive regulatory outcomes and higher weather-normalized sales. Net income available to common stockholders was $195 million in Q2 2024, flat with Q2 2023, and $480 million for the first six months, up from $397 million. Management reaffirmed full-year 2024 adjusted EPS guidance of $3.29 to $3.35 and long-term adjusted EPS growth of 6% to 8%, with continued confidence toward the high end of the range. The presentation (Exhibit 99.2) indicates a $17 billion utility capital plan for 2024 to 2028, up $1.5 billion from the prior plan, and a rate base projected to grow from $24.6 billion in 2023 to $35.2 billion in 2028. Management also highlighted a Michigan rate case order of $92 million at a 9.9% ROE in March 2024 and a settlement approved in July 2024 providing $62.5 million of effective rate relief at a 9.9% ROE. Balance sheet activity showed cash and equivalents rising to $699 million at June 30, 2024 from $227 million at year-end 2023, and total assets increasing to $34.4 billion. Management cited approximately $2.5 billion of net liquidity and planned financings including $600 million of Consumers Energy first mortgage bonds in the year. Investors should note that the filing is a earnings disclosure, and the company does not provide reported EPS guidance because it cannot forecast specific items that could materially affect GAAP results.

Jul 25, 2024 8-K

CMS ENERGY CORP 8-K Report, Bylaw Amendment (May 7, 2024)

This 8-K filing reports on the outcomes of the CMS Energy Corporation and Consumers Energy Company 2024 annual shareholder meetings held on May 3, 2024. The most significant development for investors is the shareholder approval to amend CMS Energy's Restated Articles of Incorporation to eliminate supermajority vote requirements. This change, effective May 7, 2024, simplifies the process for future shareholder decisions by requiring only a simple majority for most matters, which could lead to more agile corporate governance. Additionally, the filings confirm the election of all nominated directors to both CMS Energy's and Consumers Energy's Boards of Directors. Shareholders also provided advisory approval for the executive compensation packages and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for both entities for the upcoming fiscal year. These outcomes indicate shareholder confidence in the current leadership and the company's financial oversight.

May 7, 2024 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Apr 25, 2024)

CMS Energy reported first-quarter 2024 GAAP diluted EPS of $0.96, up from $0.69 in the first quarter of 2023, and adjusted (non-GAAP) EPS of $0.97 versus $0.70 a year earlier. The improvement was attributed primarily to higher weather-normalized sales and lower storm restoration costs. Operating revenue fell to $2,176 million from $2,284 million, but operating income rose to $412 million from $314 million as operating expenses dropped to $1,764 million from $1,970 million. Net income available to common stockholders was $285 million, compared with $202 million in the prior-year quarter. Management reaffirmed full-year 2024 adjusted EPS guidance of $3.29 to $3.35 per share and long-term adjusted EPS growth of 6% to 8%, and said it has continued confidence toward the high end of the range. CEO Garrick Rochow noted a warmer-than-normal winter but said the company remains on track. He also cited progress on the electric Reliability Roadmap, economic development, and the clean energy transition, which he expects to be supported by Michigan's new clean energy law. The accompanying investor presentation references a $17 billion utility capital investment plan for 2024-2028, up $1.5 billion from the prior plan. Balance sheet activity was notable: cash and equivalents rose to $802 million from $227 million at year-end 2023, and debt and finance leases (excluding securitization debt) increased to $15,019 million from $14,856 million. Common stockholders' equity grew to $7,722 million from $7,320 million. Operating cash flow was $956 million, down from $1,040 million, while financing inflows of $294 million helped fund investing outflows of $637 million. The quarter's results were consistent with management's guidance, and the filing contains no reported (GAAP) earnings guidance.

Apr 25, 2024 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Feb 1, 2024)

CMS Energy reported 2023 diluted GAAP EPS of $3.01 (up from $2.85 in 2022) and adjusted EPS of $3.11 (up from $2.89), landing toward the high end of its guidance range despite unfavorable weather and significant storms. Net income available to common stockholders rose to $877 million from $827 million. Fourth-quarter adjusted EPS was $1.05 versus $0.60 a year earlier, and the company's utility segment was the main driver of earnings growth, with the NorthStar Clean Energy and corporate segments weighing modestly on results. Management raised 2024 adjusted EPS guidance to $3.29–$3.35 from $3.27–$3.33 and reaffirmed long-term adjusted EPS growth of 6% to 8%, with continued confidence toward the high end. The board increased the annual dividend by 11 cents to $2.06 per share, the 18th consecutive annual increase, and the company targets a payout ratio of about 60% over time. The utility capital plan for 2024–2028 was increased to $17 billion, up $1.5 billion from the prior plan, with roughly 63% directed to electric utility investment. Management also cited a new Michigan energy law and a 2023 electric rate case filing requesting $136 million with a 10.25% ROE as supports for future earnings visibility. For investors, the key takeaways are the steady earnings trajectory, a higher capital plan that supports rate base growth from about $24.6 billion to $35.2 billion, and a financing plan that avoids new equity until 2025. Cash flow from operations improved sharply to $2.3 billion in 2023 from $855 million in 2022, though this was partly helped by working capital and the absence of the prior year's discretionary pension contributions. Long-term debt grew and securitization debt increased, so leverage and credit metrics remain key items to monitor.

Feb 1, 2024 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Dec 7, 2023)

CMS Energy Corporation (CMS) announced an "at-the-market" (ATM) equity offering program allowing for the sale of up to $1 billion in common stock. This filing details the equity distribution agreement with various financial institutions acting as agents and forward purchasers. The company has the flexibility to sell shares opportunistically, depending on market conditions, stock price, and funding needs. The primary mechanism involves forward sale agreements, where the company expects to deliver shares to forward purchasers at a future date, receiving cash proceeds at settlement. However, the company retains the option for cash or net share settlement, which could result in no proceeds or even an obligation to pay cash or deliver shares. This offering provides CMS Energy with a flexible funding source to support its ongoing operations and strategic initiatives.

Dec 7, 2023 8-K

CMS ENERGY CORP 8-K Report, Material Agreement (Nov 29, 2023)

CMS Energy Corporation's subsidiary, Consumers Energy Company, has entered into a Second Amendment to its Amended and Restated Revolving Credit Agreement with The Bank of Nova Scotia. This amendment primarily extends the termination date of the credit facility by one year, to November 18, 2025. This extension provides continued access to a significant revolving credit line, which is crucial for managing operational liquidity and funding ongoing capital expenditures and other corporate needs. The credit agreement remains secured by first mortgage bonds of Consumers Energy.

Nov 29, 2023 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Oct 26, 2023)

CMS Energy reported third-quarter 2023 diluted GAAP EPS of $0.60 (vs. $0.56 in Q3 2022) and adjusted EPS of $0.61 (vs. $0.56). Year-to-date, GAAP EPS was $1.96 (vs. $2.27) and adjusted EPS was $2.06 (vs. $2.29). The year-over-year decline in YTD results is driven by warmer weather, storm costs and cost headwinds, partly offset by cost savings, while the absence of a 2022 voluntary refund and NorthStar performance were supportive. Management reaffirmed 2023 adjusted EPS guidance of $3.06 to $3.12, now trending toward the high end, and reaffirmed long-term adjusted EPS growth of 6% to 8%. The company also introduced 2024 adjusted EPS guidance of $3.27 to $3.33, again framed toward the high end. The quarter's most significant strategic development is the Electric Reliability Roadmap, which management says raises the five-year capital investment opportunity to roughly $7 billion from a prior plan of about $4 billion, an increase of about $3 billion. The plan targets fewer and shorter outages, vegetation management on a 7-year trim cycle, and undergrounding of up to 400 miles annually. The five-year capital plan is cited at $15.5 billion, with an update deferred to the Q4 call. Investors should note that the roadmap's incremental spending would need to be recovered through Michigan's regulatory framework, which the company describes as supportive, with a pending gas rate case expected to be filed in December 2023. Balance sheet and financing indicators look manageable. Management reports about $1.7 billion of net liquidity, a largely completed 2023 financing plan, roughly 100% fixed-rate debt at Consumers Energy, and limited near-term maturities, with ratings stable across the major agencies. Operating cash flow of $1.9 billion for the first nine months was well ahead of the prior year's $667 million, though investing outflows of $2.7 billion were substantial. Total debt and finance leases rose to $15.3 billion from $14.1 billion at year-end 2022, reflecting higher interest charges of $471 million year-to-date versus $380 million a year earlier, a key pressure point on earnings.

Oct 26, 2023 8-K

Financial EventsExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Results (Jul 27, 2023)

CMS Energy reported second-quarter 2023 diluted EPS of $0.67 (GAAP), up from $0.50 a year earlier, and adjusted EPS of $0.75 versus $0.53 in Q2 2022. For the first six months, GAAP EPS was $1.36 (vs. $1.71) and adjusted EPS was $1.45 (vs. $1.73). The year-over-year GAAP comparison is flattered by the quarter's strong results, but the first-half decline is driven largely by weaker comparisons in the Gas Utility segment and a prior-year benefit, so investors should look at adjusted figures for trend analysis. Consolidated operating income rose modestly to $244M from $239M in the quarter, while other income jumped to $146M from $43M, offsetting higher interest charges of $160M versus $126M. Management reaffirmed full-year 2023 adjusted EPS guidance of $3.06 to $3.12 and long-term adjusted EPS growth of 6% to 8%, signaling confidence toward the high end of the range. The company stated that first-half adjusted EPS of $1.45 leaves 45 to 51 cents to be earned in the second half to reach guidance. The presentation highlights a $15.5 billion five-year capital plan for 2023 to 2027, rate base growth from roughly $22.5 billion to about $32 billion, and recent Michigan regulatory settlements with approved or pending ROEs of 9.9% to 10.25%. The filing also notes the closure of the Karn 1 and 2 coal units, the acquisition of the approximately 1.2 GW Covert natural gas plant, and credit ratings maintained at solid investment-grade levels. Balance sheet metrics show growing debt and finance leases (about $15.0B vs. $14.1B at year-end 2022) alongside increased plant, property and equipment, consistent with the capital-intensive growth plan. Operating cash flow of $1.7B in the first half was up substantially from $1.1B a year earlier, though investing outflows of $2.1B reflect the build-out.

Jul 27, 2023 8-K

CMS ENERGY CORP 8-K Report, Financial Obligation (May 30, 2023)

CMS Energy Corporation's subsidiary, Consumers Energy Company, completed the issuance of $400 million in First Mortgage Bonds on May 30, 2023. This financing event, previously announced in January 2023, involves multiple tranches with varying interest rates and maturity dates, ranging from 5.07% to 5.38% and maturing between 2026 and 2037. These bonds are secured under an existing Indenture and provide Consumers Energy with substantial capital. Investors should note the specific interest rates and maturity profiles of each bond series, as these will impact the company's future interest expense and debt servicing obligations. The company has the option to redeem the bonds under certain conditions, including a redemption price that may include a premium.

May 30, 2023 8-K

Leadership ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Corporate Update (May 17, 2023)

On May 17, 2023, CMS Energy (NYSE: CMS) announced the early results and pricing of a cash tender offer to repurchase up to $150 million (aggregate purchase price, excluding accrued interest and fees) of seven series of outstanding senior notes and first mortgage bonds issued by CMS Energy and its utility subsidiary, Consumers Energy. Holders tendered approximately $1.705 billion in principal by the May 16, 2023 early tender deadline, roughly 11 times the offer size. CMS therefore expects to accept only up to the $150 million cap, with no further tenders accepted after the May 18, 2023 early settlement date. This is a debt liability-management transaction rather than an operating or earnings event, and the filing does not discuss financial results. Pricing was set by reference to the 4.000% U.S. Treasury due 11/15/52 (3.855%) plus fixed spreads. The 2.500% First Mortgage Bonds due 2060 were given top acceptance priority, with a $150 million series cap, and carry a Total Consideration of $600.88 per $1,000 principal. The 2.650% First Mortgage Bonds due 2052 were accepted at $678.95 per $1,000 with about $88.2 million of principal accepted out of roughly $206.9 million tendered. Total Consideration includes a $30 per $1,000 early tender payment. The pricing exhibit lists only these two series as accepted, and states that no other series will be purchased. The purchases are to be funded with a portion of the net proceeds from CMS Energy's convertible senior notes offering completed May 5, 2023. The transaction is a refinancing and debt-management step that retires higher-coupon and older debt using new financing, with the tender set to expire June 1, 2023 if not already fully subscribed. For investors, the key takeaways are that the offer was heavily oversubscribed, that the $150 million cap was reached, and that the bonds accepted were retired at premiums to par reflecting their low coupons and the prevailing rate environment. The filing carries standard forward-looking-statement cautions, including the possibility that the offer does not complete on its terms, and it is not a recommendation to tender.

May 17, 2023 8-K

CMS ENERGY CORP 8-K Report, Executive Changes (May 15, 2023)

CMS Energy Corporation (CMS) and its principal subsidiary, Consumers Energy Company, announced a significant change in their Board of Directors structure. Effective May 15, 2023, Ralph Izzo has been elected to both Boards, bringing extensive experience from his former role as Chairman, President, and CEO of Public Service Enterprise Group Incorporated (PSEG). His appointment includes serving on the Audit and Finance Committees, indicating a focus on key financial oversight areas. This election follows an increase in the authorized membership of each Board from eleven to twelve members. Izzo, who retired from PSEG in September 2022, has no prior relationship with CMS Energy but will receive standard compensation for non-employee directors, including a restricted stock grant valued at $160,000. Investors will want to monitor Izzo's contributions to the Board's strategic decisions and financial oversight.

May 15, 2023 8-K

Shareholder Matters

CMS ENERGY CORP 8-K Report, Shareholder Vote Results (May 10, 2023)

This 8-K filing from CMS Energy Corporation and its subsidiary Consumers Energy Company reports on the outcomes of their respective 2023 annual shareholder meetings held on May 5, 2023. The key information for investors revolves around shareholder voting results on several critical proposals. Notably, all nominated directors for both CMS Energy and Consumers Energy were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership. Additionally, shareholders approved, on an advisory basis, the compensation of named executive officers for both entities, a positive signal regarding executive compensation practices. Furthermore, shareholders strongly favored an annual advisory vote on executive compensation for both companies, a decision that will guide future shareholder engagement on this matter. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, was also ratified by shareholders for both CMS Energy and Consumers Energy, signifying continued trust in their audit oversight. Overall, the results suggest a stable governance environment and shareholder alignment with the companies' current strategic direction and executive remuneration.

May 10, 2023 8-K

Financial EventsSecurities & ListingExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Obligation (May 5, 2023)

CMS Energy Corporation (CMS) announced on May 5, 2023, the successful completion of a private offering and sale of $800 million in aggregate principal amount of 3.375% Convertible Senior Notes due 2028. The offering was upsized by an additional $100 million due to strong demand, indicating investor confidence. These notes are senior unsecured obligations and are convertible into cash or a combination of cash and CMS Energy common stock at the company's election. The conversion price is initially set at approximately $73.97 per share, representing a premium of about 20% over the stock's trading price on May 1, 2023. This issuance allows CMS Energy to access capital while potentially deferring equity dilution. The company can redeem the notes under specific conditions after May 6, 2026, and holders have repurchase rights upon a "fundamental change."

May 5, 2023 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (May 4, 2023)

On May 3, 2023, CMS Energy announced cash tender offers for up to $150 million (aggregate purchase price, excluding accrued interest and fees) of seven outstanding debt series issued by CMS Energy and Consumers Energy. The seven series total about $2.95 billion in principal outstanding, so the offer targets roughly 5% of that amount. The offer is a liability management action, and the filing does not state its purpose. It is tied to CMS's previously announced convertible note offering, which is a financing condition: CMS is not obligated to accept any tenders unless that offering closes on terms satisfactory to it, with net proceeds sufficient to buy all accepted notes plus accrued interest and fees. The offer has no minimum tender threshold. The structure gives holders a strong incentive to tender early. Holders who tender by the Early Tender Date of May 16, 2023 receive a Total Consideration that includes a $30 per $1,000 Early Tender Payment, with settlement expected May 18, 2023. Later tenders receive only the Tender Offer Consideration, with the offer expiring June 1, 2023 and settlement expected June 5, 2023. Acceptance follows priority levels 1 through 7, and early tenders take precedence over late tenders regardless of priority level. Proration applies if tenders exceed the $150 million cap. The 2.50% Consumers bonds due 2060 and the 4.70% CMS Energy senior notes due 2043 carry separate series caps of $150 million and $25 million, respectively. CMS reserves the right to increase the maximum purchase price and series caps, including after May 17, 2023. For investors, the transaction is modest in size relative to CMS's debt stack and is economically neutral to slightly positive for leverage depending on how the convertible proceeds are used. The key variables are the pricing of the new convertible notes and the level of participation. The filing also indicates that the seven series trade at prices ranging from about 82 to 115 per $1,000 par, which means the repurchase price relative to par will affect the net gain or loss realized by CMS. The 2.65% bonds due 2052 are priced at 82, well below par, so repurchasing them at that level would reduce principal obligations more than the cash spent.

May 4, 2023 8-K

Other Events

CMS ENERGY CORP 8-K Report, Corporate Update (May 2, 2023)

On May 2, 2023, CMS Energy Corporation (NYSE: CMS) priced an upsized private placement of $700 million aggregate principal amount of 3.375% Convertible Senior Notes due May 1, 2028, up from a previously announced $650 million offering. Initial purchasers also hold a 13-day option to buy up to an additional $100 million of notes. The sale is expected to close May 5, 2023. Estimated net proceeds are about $688.4 million, or about $786.9 million if the option is exercised in full. CMS intends to use the proceeds to redeem, repurchase, or repay existing consolidated indebtedness, with any remainder going to general corporate purposes. The notes are senior, unsecured obligations with a 3.375% fixed coupon paid semiannually, beginning November 1, 2023. The initial conversion rate is 13.5194 shares per $1,000 principal, equal to a conversion price of about $73.97 per share, a roughly 20% premium over the May 1, 2023 closing price. Conversions will be settled with cash up to principal, with the excess settled in cash, shares, or a combination at CMS's election. Holders may convert before February 1, 2028 only under certain conditions, and freely from February 1, 2028 onward. CMS cannot redeem the notes before May 6, 2026. After that date, it may redeem for cash if its stock trades at or above 130% of the conversion price for a specified trading period. Holders may require repurchase at par plus accrued interest upon a fundamental change. For investors, the transaction is a debt refinancing with equity-linked upside rather than a direct equity issuance at signing. Its dilution is deferred and mitigated by the conversion premium and the cash-settlement flexibility. The filing reflects CMS's continued reliance on capital markets to manage its debt load. The offering is a Rule 144A private placement, so the notes and underlying shares are unregistered and cannot be offered in the U.S. except under an exemption.

May 2, 2023 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (May 1, 2023)

On May 1, 2023, CMS Energy Corporation (NYSE: CMS), the parent of Consumers Energy, announced a proposed private placement of $650 million aggregate principal amount of Convertible Senior Notes due 2028, offered under Rule 144A to qualified institutional buyers. The initial purchasers also have a 13-day option to buy up to an additional $100 million of notes, which would bring the maximum offering to $750 million. The filing attaches the press release (Exhibit 99.1) and does not disclose the coupon, conversion rate or conversion price, or the initial purchaser discount. The company intends to use the net proceeds to redeem, repurchase, or otherwise repay existing consolidated indebtedness, with any remainder used for general corporate purposes. The notes will be senior, unsecured obligations of CMS Energy, convertible at holders' option upon certain conditions and during certain periods, and pay interest semiannually. On conversion, CMS Energy will pay cash up to the principal amount and may settle the excess conversion value in cash, common stock, or a combination, at its election. This settlement structure limits dilution from the principal amount but leaves potential share issuance for the conversion premium. For investors, the transaction is a refinancing and balance-sheet management step rather than a signal of new capital investment. The completion of the offering is not assured, and the press release notes that terms may differ from those currently anticipated. Investors should review the forthcoming offering memorandum and any subsequent 8-K for final pricing, conversion terms, and use of proceeds.

May 1, 2023 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Apr 27, 2023)

CMS Energy reported first-quarter 2023 diluted GAAP EPS of $0.69, down from $1.21 in Q1 2022, and adjusted EPS of $0.70 versus $1.20 a year earlier. The decline was driven primarily by unfavorable weather that reduced sales volumes and higher service restoration costs from significant storm activity during the quarter. GAAP net income available to common stockholders fell to $202 million from $351 million, and operating income dropped to $314 million from $456 million. Management reaffirmed 2023 adjusted EPS guidance of $3.06 to $3.12 per share and long-term adjusted EPS growth of 6% to 8%, with continued confidence toward the high end of that range. The company cited a historically warm winter and severe ice storms as headwinds, and the presentation shows roughly 67 to 73 cents of expected EPS over the remaining nine months to reach the guidance range. Investors will want to watch whether weather normalizes and whether storm-related costs are recovered in rates. The balance sheet and funding picture was stable. Cash rose to $571 million from $164 million at year-end, and operating cash flow was $1.04 billion versus $707 million a year earlier. Management cited about $2.3 billion of net liquidity and a five-year capital plan of $15.5 billion, up $1.2 billion, with rate base expected to grow from roughly $22.5 billion in 2022 to about $32 billion by 2027. The company also pointed to a pending Michigan electric rate case settlement at a 9.9% ROE and a $161 million request that the company reports as supportive of its growth plan.

Apr 27, 2023 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Feb 2, 2023)

CMS Energy reported 2022 GAAP diluted EPS of $2.85, down from $4.66 in 2021, which was inflated by a large gain on the disposal of discontinued operations (the sale of its Bay Harbor/discontinued business). On an adjusted (non-GAAP) basis, 2022 EPS rose to $2.89 from $2.65, at the high end of the company's $2.85–$2.89 guidance range. Adjusted net income was $838 million versus $767 million a year earlier. Consumers Energy, the regulated utility, drove the results with adjusted utility EPS of $3.31, while NorthStar Clean Energy contributed $0.12 and the parent/corporate segment was a $0.54 drag. Management guided 2023 adjusted EPS to $3.06–$3.12, up from the prior $3.05–$3.11 range, and reaffirmed long-term adjusted EPS growth of 6% to 8%, with confidence toward the high end. The board also raised the 2023 annual dividend by 11 cents to $1.95 per share, the 17th consecutive annual increase. The company highlighted a $15.5 billion five-year (2023–2027) utility capital plan, roughly 40% of which supports its clean energy transition, and it expects no new common equity until 2025 after settling about $439 million of contracted equity forwards. For investors, the key takeaways are steady, regulated earnings growth, a supportive Michigan regulatory environment (recent electric and gas rate case settlements), and maintained solid investment-grade credit ratings. Key watch items include the gap between GAAP and adjusted results, the heavy capital spending that drives rate base growth, and parent-level costs. The filing itself is a Form 8-K furnishing an earnings release and presentation rather than a new material event; the figures are unaudited in the exhibits.

Feb 2, 2023 8-K

CMS ENERGY CORP 8-K Report, Material Agreement (Jan 12, 2023)

CMS Energy Corporation, through its principal subsidiary Consumers Energy Company, announced on January 12, 2023, its entry into a Bond Purchase Agreement (BPA) for a private placement of $400 million in First Mortgage Bonds (FMBs). This transaction is set to occur in May 2023, subject to standard closing conditions. The issuance diversifies the company's debt maturity profile across several tranches with varying interest rates and due dates, ranging from 2026 to 2037. The capital raised through this private placement is expected to support the company's ongoing operational and capital expenditure needs.

Jan 12, 2023 8-K

CMS ENERGY CORP 8-K Report, Material Agreement (Dec 15, 2022)

CMS Energy Corporation (CMS) and its subsidiary Consumers Energy Company have entered into material definitive agreements to amend and restate their respective revolving credit facilities. These actions are important for investors as they ensure continued access to liquidity and reflect updated financial market practices. The amendments extend the maturity dates and provide for new borrowing limits, demonstrating the companies' commitment to maintaining a strong financial footing. The primary focus of these amendments is the transition to the Secured Overnight Financing Rate (SOFR) as the benchmark interest rate, replacing the London Interbank Offered Rate (LIBOR). This shift aligns the facilities with industry-wide changes and enhances predictability in interest rate calculations. The increased credit facility for Consumers Energy also provides greater financial flexibility for its operations and investments.

Dec 15, 2022 8-K

CMS ENERGY CORP 8-K Report, Material Agreement (Nov 29, 2022)

CMS Energy Corporation (CMS), through its principal subsidiary Consumers Energy Company, has filed an 8-K report detailing a material amendment to its secured revolving credit agreement. This amendment, entered into on November 23, 2022, with The Bank of Nova Scotia, primarily extends the termination date of the credit facility by one year to November 19, 2024. Importantly, it also transitions the interest rate benchmark from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR)-based forward-looking term rate, aligning with industry-wide shifts away from LIBOR. Consumers Energy retains the option to borrow under an Alternate Base Rate as well.

Nov 29, 2022 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Oct 27, 2022)

CMS Energy reported third-quarter 2022 diluted GAAP EPS of $0.56, down from $0.64 a year earlier, which included discontinued operations income in 2021. Adjusted EPS was $0.56 versus $0.54 in Q3 2021, and year-to-date adjusted EPS of $2.29 compares with $2.18 in the prior-year period. Net income available to common stockholders was $163 million for the quarter, versus $186 million a year earlier, largely reflecting the absence of the prior-year discontinued operations contribution. Operating revenue rose 17% to $2,024 million, while operating income was roughly flat at $258 million. Management raised full-year 2022 adjusted EPS guidance to $2.87 to $2.89 from $2.85 to $2.89, with the company signaling it expects results toward the high end. It also introduced preliminary 2023 adjusted EPS guidance of $3.05 to $3.11 and reaffirmed a long-term adjusted EPS growth target of 6% to 8%. Supporting growth are a $14.3 billion five-year capital plan, Michigan economic development wins such as the Gotion EV battery plant, and a Michigan rate order that took effect October 1, 2022 with about $170 million in annual gas rate relief. The filing also highlights a constructive regulatory backdrop, solid investment-grade credit ratings, and about $1.7 billion of net liquidity. Investors should note that adjusted EPS excludes items such as discontinued operations and mark-to-market effects tied to NorthStar Clean Energy, and that the company does not provide reported (GAAP) earnings guidance for future periods. Year-to-date 2022 reported EPS of $2.27 is slightly below the $2.46 reported in the same period of 2021, reflecting the 2021 gain on discontinued operations.

Oct 27, 2022 8-K

CMS ENERGY CORP 8-K Report, Financial Results (Jul 28, 2022)

CMS Energy reported second-quarter 2022 diluted GAAP EPS of $0.50, down from $0.61 a year earlier, and adjusted EPS of $0.53 versus $0.55 in Q2 2021. GAAP net income available to common stockholders fell to $145 million from $176 million. Year-to-date, reported EPS was $1.71 (vs. $1.82) while adjusted EPS rose to $1.73 from $1.64, a gain driven largely by the absence of prior-year discontinued operations income. The decline in reported results reflects the $11 million voluntary separation program charge and the lapse of prior-year discontinued operations gains, which were partly offset by operating performance. Management reaffirmed 2022 adjusted EPS guidance of $2.85 to $2.89 and long-term adjusted EPS growth of 6% to 8%, with confidence toward the high end of that range. The company noted that the first half delivered $1.73 of adjusted EPS, leaving roughly $1.12 to $1.16 to be earned in the second half to hit guidance. The mix of weather, rate relief and cost initiatives is expected to drive that result, though COVID-19 and inflation remain risks. The release highlighted regulatory milestones: approval of the natural gas rate case settlement (about $170 million at a 9.9% ROE) and the 2021 Integrated Resource Plan, which accelerates the exit from coal by 2025 and adds solar and storage. Management also reaffirmed its five-year $14.3 billion capital plan and a dividend of $1.84 per share, and said credit ratings remain at solid investment-grade levels. Investors should weigh the strong regulatory visibility against the decline in GAAP earnings and the second-half execution required to reach guidance.

Jul 28, 2022 8-K

CMS ENERGY CORP 8-K Report, Corporate Update (Jun 23, 2022)

CMS Energy's utility subsidiary, Consumers Energy, received approval from the Michigan Public Service Commission (MPSC) on June 23, 2022, for a settlement agreement updating its Clean Energy Plan (integrated resource plan). The approved plan is a 20-year blueprint for meeting Michigan's energy needs and accelerates the company's exit from coal-fired generation: Consumers will stop burning coal to generate electricity by 2025, roughly 15 years earlier than previously planned. The approval was supported by a broad coalition that includes customer groups, environmental organizations, MPSC staff, energy industry representatives, and the Michigan Attorney General. For investors, the key takeaways are the regulatory certainty the decision provides for a multi-year capital build-out and the mix shift it implies. The plan includes purchasing the natural gas-fired Covert Generating Station, a one-time request for proposal for 700 MW of capacity, nearly 8,000 MW of solar by 2040 (targeting 90% of capacity from clean sources), and energy storage growing to 75 MW by 2027 and 550 MW by 2040. Management estimates the updated plan saves customers about $600 million through 2040 compared with the prior plan, which supports affordability and regulatory support, though the filing does not quantify the earnings, capital expenditure, or rate-base impact of these investments. The filing is a brief Item 8.01 (Other Matters) report furnishing the company's press release as Exhibit 99. It contains no new financial results, guidance changes, or financial statements. Investors should review CMS Energy's subsequent filings and regulatory disclosures for the financial implications, including the timing of recovery of investments, the treatment of retiring coal assets, and the capital plan.

Jun 23, 2022 8-K

Shareholder Matters

CMS ENERGY CORP 8-K Report, Shareholder Vote Results (May 10, 2022)

This 8-K filing from CMS Energy Corporation and Consumers Energy Company on May 10, 2022, primarily reports the outcomes of their respective annual shareholder meetings held on May 6, 2022. The key takeaway for investors is the overwhelmingly positive shareholder support for all proposals presented. This includes the election of all board director nominees for both CMS Energy and Consumers Energy, the approval of executive compensation packages (say-on-pay), and the ratification of PricewaterhouseCoopers LLP as the independent auditor for both entities for the fiscal year ending December 31, 2022. The strong shareholder votes indicate continued confidence in the current board and management's strategic direction and financial oversight. The ratification of the auditor also suggests satisfaction with the company's financial reporting practices. For investors, these results are generally viewed as stable and supportive of the existing corporate governance structure, signaling a low likelihood of immediate disruptive changes in leadership or accounting oversight.

May 10, 2022 8-K

CMS ENERGY CORP 8-K Report, Financial Results (May 3, 2022)

CMS Energy reported first-quarter 2022 diluted GAAP EPS of $1.21, flat year over year, while adjusted EPS rose to $1.20 from $1.09, an increase of roughly 10%. Reported net income available to common stockholders was $351 million versus $349 million a year earlier. The quarter's adjusted results were driven primarily by operating income growth (operating income rose to $456 million from $430 million) and lower share-count-adjusted items, with discontinued operations contributing only $4 million of income in 2022 compared with $34 million in 2021. Management reaffirmed 2022 adjusted EPS guidance of $2.85 to $2.89 and long-term adjusted EPS growth of 6% to 8%, and said it expects to land toward the high end of the growth range. The most consequential item for investors is the settlement agreement filed April 20, 2022 in the company's 2021 Integrated Resource Plan (IRP) at the Michigan Public Service Commission. Management says the settlement strengthens the financial outlook: it accelerates the exit from coal generation to 2025 (from 2031 and 2039 in the prior plan), supports roughly $815 million of Covert gas plant investment, and provides regulatory asset treatment at a 9% ROE for retired Campbell units, with about $600 million in projected customer savings. Management also noted an expected MPSC final order in late June 2022, which is a key near-term catalyst. Additional items to monitor include the separate electric and gas rate cases, with gas rate case requests of $272 million at a 10.25% ROE, and a $2.0 billion net liquidity position with no commercial paper outstanding as of March 31, 2022. Balance sheet metrics were stable. Total debt, finance leases and other financing were about $12.3 billion, flat versus year-end 2021. Common equity increased to $6.63 billion from $6.41 billion. Operating cash flow was $707 million, down from $832 million a year earlier, while investing outflows rose to $539 million from $283 million, reflecting ongoing capital deployment under the five-year plan of $14.3 billion. Credit ratings were affirmed at solid investment-grade levels, with Moody's A1 for Consumers Energy and Baa2 for CMS Energy, both with stable outlooks. The filing is a routine earnings release and does not change the company's guidance; its importance lies mainly in the reaffirmed outlook and the regulatory developments.

May 3, 2022 8-K