CMS Energy (CMS) 10-K risk factor changes: FY2025 vs FY2024

Michigan law allows electric customers in Consumers’ service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at [removed: ten] [added: 10] percent of Consumers’ sales, with certain exceptions.

The proportion of Consumers’ electric deliveries under the ROA program and on the ROA waiting list is over [removed: ten] [added: 10] percent.

Groups are advocating for an ROA-like community solar [removed: system] [added: program] that allows third parties to sell directly to customers and offer them a regulated bill credit.

If the [added: amount of] ROA [removed: limit were] [added: sales] increased, this new [removed: ROA-like] [added: ROA‑like] community solar [removed: system] [added: program] were allowed, or electric generation service in Michigan were [added: further] deregulated, it could have a material adverse effect on CMS Energy and Consumers.

Michigan law also allows municipalities to create, own, and operate [removed: utilities.]

The 2023 Energy Law increases the cap on [added: Consumers’] distributed generation [added: program] to [removed: ten] [added: 10] percent of utilities’ peak loads.

It also specifies an inflow and outflow rate method that must be implemented by the [removed: MPSC and provides federal funding for low-income distributed generation.][added: MPSC.]

Regulators could face competitive or political pressures to avoid or limit rate increases for a number of reasons, including [added: affordability concerns,] economic [removed: downturn in the state,] [added: downturn,] reliability and economic justice concerns, or decreased customer base, among others.

Changes to the tariffs or business practice manuals of certain wholesale market operators such as MISO, PJM, or ERCOT, or corresponding impacts [added: such as interconnection delays for new electric generation or storage projects, could also have a material adverse effect on CMS Energy and Consumers.]

Utility regulation, state or federal legislation, [added: regulation,] and compliance could have a material adverse effect on CMS Energy’s and Consumers’ businesses.

CMS Energy and certain of its subsidiaries, including Consumers, are subject to, or affected by, extensive utility regulation and state and federal [removed: legislation,] [added: legislation and regulation,] including through application of policies and rules of numerous state and federal agencies and governmental entities.

CMS Energy and Consumers cannot predict the impact of new laws, rules, regulations, tariffs, principles, [added: orders,] or practices by federal or state agencies or wholesale electricity market operators, or challenges or changes to present laws, rules, regulations, tariffs, principles, [added: orders,] or practices and the interpretation of any adoption or change.

Furthermore, any state or federal [removed: legislation] [added: legislation, regulation, order, or other action] concerning CMS Energy’s or Consumers’ operations could also have a material adverse effect.

CMS Energy and Consumers cannot predict the impact of [added: the DOE or] FERC orders or actions of NERC and its regional entities on electric system reliability.

Consumers has announced a long-term strategy for delivering clean, reliable, resilient, and affordable energy, [removed: including a plan to end the use of coal in owned generation in 2025,] and other subsidiaries of CMS Energy have plans to develop and operate clean energy assets.

CMS Energy and Consumers and its contractors may be unable to acquire, site, construct timely, and/or permit generation and storage capacity, including some or all of the generation and storage capacity [removed: proposed in Consumers’ plan.]

Consumers has also announced its [added: electric] Reliability Roadmap.

The MPSC or other third parties may prohibit, delay, or impair the Reliability Roadmap and some or all [added: of the associated capital investments.]

Federal, state, and local environmental [removed: laws] [added: laws, regulations] and [removed: rules,] [added: orders,] as well as international accords and treaties, could require CMS Energy and Consumers to install additional equipment for emission controls, undertake heat-rate improvement projects, purchase carbon emissions allowances, curtail [added: or extend] operations, invest in generating capacity with fewer carbon dioxide emissions, or take other significant steps to manage or lower the emission of greenhouse gases.

- impairment of CMS Energy’s or Consumers’ reputation due to their greenhouse gas or other emissions and public perception of their response to potential environmental regulations, rules, [added: orders,] and legislation

Consumers expects to incur additional substantial costs related to the remediation of its former MGP sites and other response activity costs at a number of other former sites, including, but not limited to, sites of retired coal-fueled electric generating units and sites containing coal ash and related materials, under [added: NREPA, RCRA, CERCLA and related state and federal regulations.]

The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment, while peak demand for natural gas occurs in the winter due to colder temperatures and the [removed: resulting use of natural gas as heating fuel.]

Alternatively, this rapid expansion of data centers and resulting increase in demand for electric power in MISO and in Consumers’ service territory may not develop as [removed: planned.][added: anticipated.]

Cyber attacks, which include the use of malware, ransomware, computer viruses, and other means for disruption or [added: unauthorized access against companies, including CMS Energy and Consumers, are increasing in frequency, scope, and potential impact.]

A variety of technological tools and systems, including both company-owned [removed: information technology] [added: IT] and technological services provided by outside parties, support critical functions.

Although CMS Energy and Consumers have insurance coverage for many potential incidents (subject to deductibles, limitations, and [removed: self-insurance] [added: self‑insurance] amounts that could be material), depending upon the nature or severity of any incident, failure, or accident, CMS Energy or Consumers could suffer financial loss, reputational damage, and negative repercussions from regulatory agencies or other public authorities, even where there is no legal liability.

Natural disasters, severe weather, extreme temperatures, [added: wildfires,] fires, smoke, flooding, wars, terrorist acts, civil unrest, vandalism, theft, cyber incidents, [added: government shutdowns,] pandemics, and other catastrophic events could result in severe damage to CMS Energy’s and Consumers’ assets beyond what could be recovered through insurance policies (which are subject to deductibles, limitations, and [removed: self-insurance] [added: self‑insurance] amounts that could be material), could require CMS Energy and Consumers to incur significant upfront costs, and could severely disrupt operations, resulting in loss of service to customers.

No assurance can be made that these strategies will be successful in managing [added: CMS Energy’s and Consumers’ risk or that they will not result in net liabilities to CMS Energy or Consumers as a result of future volatility.]

[added: When unplanned outages occur, CMS Energy and Consumers will not only] incur unexpected maintenance expenses, but may also have to make spot market purchases of electric and gas commodities that may exceed CMS Energy’s or Consumers’ expected cost of generation or gas supply, be forced to curtail services, or retire a given asset if the cost or timing of the maintenance is not reasonable and prudent.

[removed: In addition, any delay or default in payment or performance, including inadequate performance, of contractual obligations (such] as contractual obligations by third parties to [added: purchase utility services,] perform work, supply equipment, provide services, and meet related specifications or requirements), could have a material adverse effect on CMS Energy and Consumers.

A work interruption or other union actions could adversely affect [added: CMS Energy and] Consumers.

At December 31, [removed: 2024,] [added: 2025,] unions represent [removed: 46] [added: 45] percent of Consumers’ [added: employees and 22 percent of NorthStar Clean Energy’s] employees.

If these employees were to engage in a strike, work stoppage, or other slowdown, [added: CMS Energy or] Consumers could experience a significant disruption in its operations and higher ongoing labor costs.

FERC issued an advance notice of proposed rulemaking in response to the Secretary of the DOE’s direction to FERC to consider the advance notice of proposed rulemaking as a means to standardize and expedite interconnection procedures and agreements for large electric loads.

If FERC asserts jurisdiction over the distribution components of large-load customers’ interconnections to the transmission system, or allows large-load customers to directly purchase electricity from wholesale markets, it could have a material adverse effect on CMS Energy and Consumers.

utilities.

Consumers also faces regulatory uncertainty resulting from the U.S. Secretary of Energy’s emergency orders issued under the Federal Power Act and associated DOE regulations, which direct continued

operation of the J.H. Campbell, as well as similar prior or future executive actions, including the January 2025 and April 2025 executive orders related to energy supply and reliability.

The Federal Power Act, DOE regulations, and U.S. Secretary of Energy emergency orders all provide for cost recovery associated with continued operations, but there is not currently a FERC-approved MISO Tariff for recovery of compliance costs associated with the continued operation of J.H. Campbell, and continued operation of J.H. Campbell is not contemplated in Consumers’ current MPSC rates or rate filings at the MPSC.

Consumers is pursuing cost recovery at FERC but cannot predict the outcome of those efforts or the impact of other executive actions.

proposed in Consumers’ plan.

In July 2025, President Trump signed the OBBBA into law.

CMS Energy and Consumers evaluated the provisions of the OBBBA and concluded that the legislation is not expected to have a material impact on their respective financial statements.

This conclusion is subject to change as additional guidance or interpretations become available.

There is not currently a FERC-approved MISO Tariff for recovery of compliance costs associated with the continued operation of J.H. Campbell, and continued operation of J.H. Campbell is not contemplated in Consumers’ current MPSC rates or rate filings at the MPSC.

Consumers is pursuing cost recovery at FERC but cannot predict the outcome of those efforts or the impact of other executive actions.

resulting use of natural gas as heating fuel.

Efforts to attract data center developers could be unsuccessful as other utilities and regions compete for these projects, which may limit future load growth.

In addition, local zoning, permitting, land‑use constraints, and other external factors outside Consumers’ control could impede data center development.

If these challenges arise and cannot be effectively mitigated, the anticipated benefits of data center load growth may not materialize.

Further, even when data center customers enter into contracts to purchase utility service, there is a risk they may not fulfill their contractual or tariff obligations.

In addition, any delay or default in payment or performance, including inadequate performance, of contractual obligations (such

Consumers’ union agreements expire in 2030 and the majority of NorthStar Clean Energy’s represented employees have an agreement that expires in 2029.

such as interconnection delays for new electric generation or storage projects, could also have a material adverse effect on CMS Energy and Consumers.

of the associated capital investments.

The change in administration and the expiring tax cuts in the TCJA could result in changes to the renewable energy tax credits enacted in the Inflation Reduction Act of 2022.

These changes could impact CMS Energy’s and Consumers’ clean energy efforts.

NREPA, RCRA, CERCLA and related state and federal regulations.

unauthorized access against companies, including CMS Energy and Consumers, are increasing in frequency, scope, and potential impact.

CMS Energy’s and Consumers’ risk or that they will not result in net liabilities to CMS Energy or Consumers as a result of future volatility.

When unplanned outages occur, CMS Energy and Consumers will not only

Consumers’ union agreements expire in 2025.

In support of this purpose, CMS Energy and Consumers couple digital transformation with the “CE Way,” a lean operating [removed: model] [added: system] designed to improve safety, quality, cost, delivery, and employee morale.

][added: Page.jpg](https://www.sec.gov/Archives/edgar/data/811156/000081115626000004/cms-20251231_g10.jpg)]

CMS Energy and Consumers also place a high priority on customer value and on providing [removed: a hometown customer experience.][added: reliable, affordable, and equitable energy in service of their customers.]

[removed: The] [added: In the electric rate case it filed with the MPSC in June 2025, Consumers updated its] Reliability [removed: Roadmap outlines] [added: Roadmap,] a [removed: five-year] [added: five‑year] strategy to improve Consumers’ electric distribution system and the reliability of the grid.

The plan proposes [removed: the following] spending [added: through 2029] for projects designed to reduce the number and duration of power outages to customers through investment in infrastructure upgrades, vegetation management, and grid [removed: modernization:]

[removed: In the electric rate case it filed in May 2024,] Consumers [removed: outlined its proposal to begin implementing the Reliability Roadmap and] [added: has] requested rate recovery of the investments needed to [removed: support] [added: achieve] the [removed: plan’s] [added: Reliability Roadmap’s] key [removed: objectives.][added: objectives in its electric rate cases.]

- replacement of coal-fueled generation and PPAs with a cost-efficient [added: and reliable] mix of renewable energy, less-costly dispatchable generation sources, and energy waste reduction and demand response programs

While [removed: CMS Energy] [added: inflationary pressures] and [removed: Consumers have experienced some] [added: tariffs could impact] supply chain [removed: disruptions] [added: availability] and [removed: inflationary pressures, they have taken] [added: pricing, CMS Energy and Consumers are taking] steps to [added: help] mitigate the impact on their ability to provide [removed: safe] [added: safe, reliable, affordable, clean,] and [removed: reliable] [added: equitable energy in] service [removed: to] [added: of their] customers.

CMS Energy, including Consumers, has decreased its combined percentage of electric supply (self-generated and purchased) from coal by [removed: 23] [added: 24] percentage points since 2015.

Additionally, as a result of actions already taken through [removed: 2024, initial measurement] [added: 2025, preliminary] data indicates Consumers has:

- reduced carbon dioxide emissions from owned generation by [removed: more than] [added: nearly] 30 percent since 2005

- reduced methane emissions by [removed: nearly 30] [added: more than 40] percent since 2012

- reduced the volume of water used to generate electricity by [removed: more than 50] [added: nearly 60] percent since 2012

- reduced landfill waste disposal by more than [removed: two] [added: 2] million tons since 1992

- enhanced, restored, or protected more than [removed: 11,700] [added: 13,500] acres of land since 2017

[removed: Since 2005, Consumers has] [added: -] reduced [removed: its] sulfur dioxide and particulate matter emissions by [removed: nearly 95 percent and its NOx emissions by] more than [removed: 86 percent.][added: 90 percent since 2005]

[removed: Consumers began tracking mercury emissions in 2007; since that time, it has] [added: -] reduced [removed: such] [added: mercury] emissions by more than [removed: 92 percent.][added: 90 percent since 2007]

[removed: ][added: ]

In [removed: November] 2023, Michigan enacted the 2023 Energy Law, which among other things:

- [removed: raised] [added: increased] the renewable energy standard from [removed: the present 15‑percent requirement] [added: 15 percent] to 50 percent by 2030 and 60 percent by 2035; renewable energy generated anywhere within MISO can be applied to meeting this standard, with certain limitations

- [removed: set] [added: established] a clean energy standard of 80 percent by 2035 and 100 percent by 2040; low- or [removed: zero-carbon] [added: zero‑carbon] emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, [removed: are considered] [added: qualify as] clean energy sources under this standard

- created a new energy storage [removed: standard that requires] [added: standard, requiring] electric utilities to file plans by 2029 to [removed: obtain new energy storage that will contribute to] [added: help achieve] a [removed: Michigan] [added: statewide] target of 2,500 MW [removed: based on their pro rata share]

- expanded the statutory cap on distributed generation resources to [removed: ten] [added: 10] percent [added: of the electric utility’s five‑year average peak load]

[removed: The Clean Energy Plan outlines] Consumers’ [added: Electric Supply Plan, its] long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its [removed: customers.][added: customers, is outlined in its integrated resource plan and incorporates Consumers’ Renewable Energy Plan.]

Consumers’ [removed: proposed] updates to its [removed: renewable] [added: Renewable Energy Plan include up to 9,000 MW of both purchased and owned solar] energy [removed: plan include:][added: resources and up to 4,000 MW of wind energy resources.]

Coupled with updates to [removed: the Clean Energy Plan,] [added: its integrated resource plan,] these actions [removed: will enable] [added: position] Consumers to achieve [removed: 60 percent] [added: 60‑percent] renewable energy by 2035 and [removed: 100 percent] [added: 100‑percent] clean energy by 2040, and will also contribute to Consumers’ achievement of the [removed: net-zero] emissions [added: reductions] goals discussed below.

[removed: *Net-zero methane emissions from natural gas delivery system by 2030:* Under its Methane Reduction Plan,] Consumers plans to reduce methane emissions from its system by about 80 [removed: percent,] [added: percent] from 2012 baseline [removed: levels,] [added: levels] by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices.

To date, Consumers has reduced methane emissions by [removed: nearly 30] [added: more than 40] percent.

Additionally, to advance its environmental stewardship in Michigan and to minimize the impact of future regulations, Consumers set the following goals for the [removed: five-year] [added: five‑year] period 2023 through 2027:

- to enhance, restore, or protect 6,500 acres of land through 2027; Consumers [removed: has] [added: surpassed this goal during the three‑year period 2023 through 2025 and] enhanced, restored, or protected [removed: more than 5,000] [added: 6,700] acres of land [removed: towards this goal]

- to reduce water usage by 1.7 billion gallons through 2027; Consumers [removed: has] [added: had] reduced water usage by more than [removed: 1.3] [added: 1.9] billion gallons towards this goal

- to annually divert a minimum of 90 percent of waste from landfills (through waste reduction, recycling, and reuse); during [removed: 2024,] [added: 2025,] Consumers’ rate of waste diverted from landfills was [removed: 92] [added: 93] percent

CMS Energy and Consumers are monitoring numerous legislative, policy, [added: executive,] and regulatory initiatives, including those [added: related] to [removed: regulate] [added: regulation] and [removed: report] [added: reporting of] greenhouse gases, and related litigation.

While CMS Energy and Consumers cannot predict the outcome of these matters, which could affect them materially, they intend to continue to move forward with [removed: their clean] [added: a triple-bottom-line approach that focuses on people, planet,] and [removed: lean strategy.][added: prosperity.]

In [removed: 2024,] [added: 2025,] CMS Energy’s net income available to common stockholders was [removed: $993 million,] [added: $1.1 billion,] and diluted EPS were [removed: $3.33.][added: $3.53.]

This compares with net income available to common stockholders of [removed: $877] [added: $993] million and diluted EPS of [removed: $3.01] [added: $3.33] in [removed: 2023.][added: 2024.]

In [removed: 2024,] [added: 2025, higher gas and] electric [added: sales, due primarily to favorable weather,] and [added: electric and] gas rate increases were offset partially by [removed: higher interest charges and] increased depreciation and property taxes, reflecting higher capital [removed: spending.][added: spending, and higher interest charges.]

Over the next five years, Consumers expects weather-normalized electric deliveries to increase compared to [removed: 2024.][added: 2025.]

Weather-normalized gas deliveries are expected to remain stable relative to [removed: 2024,] [added: 2025,] reflecting modest growth in gas demand, offset by the effects of energy waste reduction programs.

During [removed: 2024,] [added: 2025,] CMS Energy and Consumers:

- load growth

modernization.

- reduced NOx emissions by more than 85 percent since 2005

The Electric Supply Plan is Consumers’ blueprint for compliance with Michigan’s 2023 Energy Law and for advancing sustainability objectives.

To meet these objectives, Consumers is executing a multi-faceted strategy.

The retirement of J.H. Campbell is subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy.

For a more detailed

discussion of the emergency orders, see Consumers Electric Utility Outlook and Uncertainties—J.H. Campbell Emergency Orders and Item 8.

The remaining emissions will likely be offset through clean fuel alternatives or nature-based carbon removal pathways.

Consumers has also set a goal to reduce customer greenhouse gas emissions by 25 percent by 2035.

- connected over 140,000 customers with $60  million in energy-bill assistance and helped make over $100  million in statewide aid available for 2026, reinforcing Consumers’ commitment to affordability

- began operations at Muskegon Solar Energy Center, a 1,900‑acre project generating 250  MW of clean energy to power 40,000 homes and businesses, supporting Michigan’s energy needs and advancing the company’s long‑term clean energy strategy

- reached an agreement with a new data center expected to add more than 1 GW of incremental load growth in our service territory, supporting long-term sales growth and delivering economic benefits for Michigan

- expanded the use of drone technology enabling faster, safer inspections of 400 miles of hard-to-reach power lines and infrastructure resulting in reduced average outage time per customer and improved storm recovery capabilities

- announced the launch of “Green Giving,” a program enabling the general public to contribute to renewable energy while offering financial benefits to low-income customers, along with a new Residential Renewable Energy Program, which allows customers of all income levels to subscribe and match their energy usage with renewable energy sources, supporting clean energy initiatives

- moved forward with an aggressive plan to enhance grid reliability for nearly 2 million homes and businesses by clearing trees along 8,000 miles of power lines and creating a modern, stronger, and more resilient power grid through infrastructure upgrades and technology investments

- deployed eight state-of-the-art vehicles that survey the company’s nearly 30,000‑mile gas distribution system to find methane emissions, enhancing safety and reliability for Consumers’ natural gas customers

- experienced success with the underground power line pilot program in early 2025, with pilot areas seeing 100‑percent reduction in storm-related outages and improved customer satisfaction

the criteria of enhancing public safety, increasing reliability, maintaining affordability for its customers, and advancing its environmental stewardship.

Of this amount, Consumers plans to spend $8.8 billion on electric generation, which includes solar, wind, and natural gas-fueled generation, as well as energy storage.

In October 2025, Consumers revised its requested increase to $447 million, which includes the $24 million surcharge to recover deferred distribution investments.

| Lower coal-fueled generation costs1 | | | | | | | | | | | | | | | | | | | | | 26 | | | | | | | | |

| Higher IT expenses, including early-phase ERP implementation costs | | | | | | | | | | | | | | | | | | | | | (27) | | | | | | | | |

| Higher service restoration costs, net of 2025 deferred storm expense2 | | | | | | | | | | | | | | | | | | | | | (25) | | | | | | | | |

| Higher vegetation management costs | | | | | | | | | | | | | | | | | | | | | (25) | | | | | | | | |

| Higher other electric distribution costs | | | | | | | | | | | | | | | | | | | | | (13) | | | | | | | | |

| Higher other electric supply costs | | | | | | | | | | | | | | | | | | | | | (21) | | | | | | | | |

| Impairment of project development assets | | | | | | | | | | | | | | | | | | | | | (15) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 119 | |

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters—Consumers Electric Utility—J.H. Campbell Emergency Order.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters—Regulatory Assets—Service Restoration Cost Deferral.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters—Regulatory Liabilities—ASP Gain.

| Higher other revenues | | | | | | | | | | | | | | | | | | | | | 20 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 251 | |

| Lower coal-fueled generation costs2 | | | | | | | | | | | | | | | | | | | | | 26 | | | | | | | | |

| Higher service restoration costs, net of 2025 deferred storm expense3 | | | | | | | | | | | | | | | | | | | | | (25) | | | | | | | | |

| Higher vegetation management costs | | | | | | | | | | | | | | | | | | | | | (25) | | | | | | | | |

| Higher other supply costs | | | | | | | | | | | | | | | | | | | | | (21) | | | | | | | | |

| Higher IT expenses, including early-phase ERP implementation costs | | | | | | | | | | | | | | | | | | | | | (19) | | | | | | | | |

| Higher other distribution costs | | | | | | | | | | | | | | | | | | | | | (13) | | | | | | | | |

In September 2023, Consumers filed its Reliability Roadmap, an update to its previous Electric Distribution Infrastructure Investment Plan filed in 2021, with the MPSC.

- capital expenditures of $7 billion through 2028; this amount is $3 billion higher than proposed in the previous plan

- maintenance and operating spending of $1.7 billion through 2028, reflecting an increase of $300 million over the previous plan

Consumers filed updates to its renewable energy plan in November 2024 and plans to file updates to its Clean Energy Plan in 2026.

Together, these updated plans will serve as Consumers’ blueprint to meeting the requirements of the 2023 Energy Law by focusing on increasing the generation of renewable energy, deploying energy storage, helping customers use less energy, and offering demand response programs to reduce demand during critical peak times.

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs and was most recently revised and approved by the MPSC in 2022 under Michigan’s integrated resource planning process.

This strategy includes:

- ending the use of coal in owned generation in 2025, 15 years sooner than initially planned

- purchasing the Covert Generating Station, a natural gas-fueled generating facility with 1,200 MW of nameplate capacity, allowing Consumers to continue to provide controllable sources of electricity to customers; this purchase was completed in May 2023

- soliciting capacity from sources able to deliver to Michigan’s Lower Peninsula, including battery storage facilities

- the addition of up to 9,000 MW of both purchased and owned solar energy resources

- the addition of up to 2,800 MW of new, competitively bid wind capacity

- the co-location of battery energy storage with its renewable energy assets to optimize those assets

The remaining emissions will likely be offset by purchasing and/or producing renewable natural gas.

*Net-zero greenhouse gas emissions target for the entire business by 2050:* This goal incorporates greenhouse gas emissions from Consumers’ natural gas delivery system, including suppliers and

customers, and has an interim goal of reducing customer emissions by 25 percent by 2035.

- created a Clean Energy Workforce Development Program for people employed in the building trades to receive training and certifications in the areas of advanced energy efficiency, lead abatement, and other work

- buried power lines in multiple Michigan communities under a targeted undergrounding pilot program in efforts to improve electric service for Consumers’ electric customers

- began installation of nearly 3,000 line sensors, 100 automatic transfer reclosers, and 1,200 iron utility poles to improve electric reliability and help prevent power outages

- expanded Consumers’ MI Clean Air program to include several renewable natural gas projects being developed and constructed across Michigan, increasing options for customers to offset emissions associated with their natural gas use

- collaborated with the Muskegon County Resource Recovery Center to develop a 250-MW solar energy center, Consumers’ first large-scale, self-developed solar project, that is expected to power 40,000 homes by 2026

- updated Consumers’ Transportation Electrification Plan, aiming to power over 1,500 new fast charging locations and serve one million electric vehicles in Michigan by 2030

- launched a new workplace electric vehicle charging program, offering rebates to businesses that install chargers, with a goal of equipping over 500 workplaces by 2030

- completed the final phase of the Mid-Michigan Pipeline project, replacing and upgrading 55 miles of natural gas transmission pipeline in five Michigan counties, ensuring safe and reliable gas flow to homes and businesses prior to the winter season

Consumers also expects to spend $5.2 billion on clean generation, which includes investments in wind, solar, and hydroelectric generation resources.

In October 2024, Consumers revised its requested increase to $277 million, primarily to reflect the removal of projected capital investments associated with certain solar facilities that Consumers incorporated into its amended renewable energy plan.

investments made in 2022 that exceeded the rates authorized in accordance with the December 2021 electric rate order.

Additionally, the settlement approves the use of $27.5 million, or one-fourth, of the gain on the sale of Consumers’ unregulated ASP business as an offset to the revenue deficiency in lieu of additional rate relief during the test year.

This results in effective rate relief of $62.5 million for the test year.

The settlement agreement also provides for the remaining three-fourths of the $110 million gain on the sale of the ASP business, or $82.5 million, to be provided to customers as a bill credit over a three-year period.

Amounts in the following tables are presented pre-tax, with the exception of income tax changes.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Absence of 2023 voluntary separation program expenses | | | | | | | | | | | | | | | | | | | | | 33 | | | | | | | | |

| Lower service restoration costs | | | | | | | | | | | | | | | | | | | | | 32 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 144 | |

1 See Item 8.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 290 | |

| Absence of 2023 voluntary separation program expenses | | | | | | | | | | | | | | | | | | | | | 20 | | | | | | | | |

| Higher distribution, transmission, and generation expenses | | | | | | | | | | | | | | | | | | | | | (15) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | |

The following risk [removed: sensitivities illustrate] [added: sensitivity illustrates] the potential loss in fair value, cash flows, or future earnings from financial instruments, assuming a hypothetical adverse change in market rates or prices of [removed: ten] [added: 10] percent.

Potential losses could exceed the amounts shown in the sensitivity analyses if changes in market rates or prices were to exceed [removed: ten] [added: 10] percent.

Presented in the following table is a sensitivity analysis of interest-rate risk on CMS Energy’s and Consumers’ debt instruments (assuming an adverse change in market interest rates of [removed: ten] [added: 10] percent):

| December 31 | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | |

| CMS Energy, including Consumers | | | | | | $ | [removed: 717] [added: 792] | | | | | $ | [removed: 751] [added: 717] | |

| Consumers | | | | | | [removed: 543] [added: 535] | | | | | | [removed: 534] [added: 543] | | |

The annual earnings exposure related to variable-rate financing was immaterial for both CMS Energy and Consumers at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] assuming an adverse change in market interest rates of [removed: ten] [added: 10] percent.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note [removed: 6,] [added: 7,] Financial Instruments.

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CMS Energy’s consolidated operating revenue was [removed: $7.5] [added: $8.5] billion in [removed: 2024 and 2023,] [added: 2025,] and [removed: $8.6] [added: $7.5] billion in [removed: 2022.][added: 2024 and 2023.]

Consumers’ consolidated operating revenue was [removed: $7.2] [added: $8.1] billion in [removed: 2024 and 2023,] [added: 2025,] and [removed: $8.2] [added: $7.2] billion in [removed: 2022.][added: 2024 and 2023.]

In [removed: 2024,] [added: 2025,] Consumers served 1.9 million electric customers and 1.8 million gas customers in Michigan’s Lower Peninsula.

| [removed: ] [added: ] | | | | | | | | | | | | | | |

Electric Utility Operations: Consumers’ electric utility operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of [removed: $5.1] [added: $5.6] billion in [removed: 2024, $4.7] [added: 2025, $5.1] billion in [removed: 2023,] [added: 2024,] and [removed: $5.4] [added: $4.7] billion in [removed: 2022.][added: 2023.]

Presented in the following illustration is Consumers’ [removed: 2024] [added: 2025] electric utility operating revenue of [removed: $5.1] [added: $5.6] billion by customer class:

[removed: ][added: ]

In 2024, Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of [removed: four] [added: 4] billion kWh, resulting in net bundled sales of 33 billion kWh.

In [removed: 2023,] [added: 2025,] Consumers’ electric deliveries were [removed: 36] [added: 37] billion kWh, which included ROA deliveries of [removed: three] [added: 3] billion kWh, resulting in net bundled sales of [removed: 33] [added: 34] billion kWh.

Presented in the following illustration are Consumers’ monthly weather-normalized electric deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including ROA deliveries, during [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

[removed: ][added: ]

Consumers’ [removed: 2024] [added: 2025] summer peak demand was [removed: 8,030] [added: 8,500] MW, which included ROA demand of [removed: 603] [added: 552] MW.

For the [removed: 2023-2024] [added: 2024‑2025] winter season, Consumers’ peak demand was [removed: 5,594] [added: 5,755] MW, which included ROA demand of [removed: 410] [added: 449] MW.

As required by MISO reserve margin requirements, Consumers owns or controls, through [removed: long-term] [added: long‑term] PPAs, short-term capacity purchases, and auction capacity purchases, all of the capacity required to supply its projected firm peak load and necessary reserve margin for summer [removed: 2025.][added: 2026.]

- [removed: 270] [added: 263] miles of high-voltage distribution overhead lines operating at 138 kV

- [removed: four] [added: 4] miles of high-voltage distribution underground lines operating at 138 kV

- [removed: 4,646] [added: 4,619] miles of high-voltage distribution overhead lines operating at 46 kV and 69 kV

- [removed: 81,924] [added: 82,854] miles of electric distribution overhead lines

- [removed: 9,775] [added: 10,027] miles of underground distribution lines

- [removed: 1,098] [added: 1,102] substations with an aggregate transformer capacity of [removed: 28] [added: 29] million kVA

Electric Utility Generation and Supply Mix: Consumers’ [removed: Clean Energy Plan details] [added: Electric Supply Plan,] its [removed: strategy to meet customers’] long-term [added: strategy for delivering safe, reliable, affordable, clean, and equitable] energy [removed: needs.][added: to its customers, is outlined in its integrated resource plan and incorporates Consumers’ Renewable Energy Plan.]

[removed: In order to] [added: To] continue providing controllable sources of electricity to [removed: customers while expanding its investment in renewable energy,] [added: customers,] Consumers purchased the Covert Generating Station, [removed: a natural gas-fueled generating facility with] [added: representing] 1,200 MW of nameplate capacity, in [removed: May 2023.][added: 2023 and has solicited additional capacity from controllable sources of electricity to customers.]

[removed: In November 2024, Consumers filed] [added: Consumers’] updates to its [removed: renewable energy plan, proposing an addition of] [added: Renewable Energy Plan include] up to 9,000 MW of both purchased and owned solar energy resources and up to [removed: 2,800] [added: 4,000] MW of [removed: new, competitively bid] wind [removed: capacity.][added: energy resources.]

[removed: These actions will enable] [added: This plan positions] Consumers to achieve [removed: 60 percent] [added: 60‑percent] renewable energy by 2035 and [removed: 100 percent] [added: 100‑percent] clean energy by 2040.

Presented in the following table are details about Consumers’ [removed: 2024] [added: 2025] electric generation and supply mix:

| Name and Location (Michigan) | | | Number of Units and Year Entered Service | | | [removed: 2024] [added: 2025] Generation Capacity (MW) | | | 1 | | | [removed: 2024] [added: 2025] Electric Supply (GWh) | | | | | |

| J.H. Campbell 1 & 2 – West Olive2 | | | 2 Units, 1962-1967 | | | [removed: 540] [added: —] | | | | | | [removed: 2,718] [added: 2,568] | | | | | |

| J.H. Campbell 3 – West Olive2,3 | | | 1 Unit, 1980 | | | [removed: 791] [added: —] | | | | | | [removed: 5,214] [added: 4,752] | | | | | |

| D.E. Karn 3 & 4 – Essexville | | | 2 Units, 1975-1977 | | | [removed: 1,200] [added: 1,189] | | | | | | [removed: 96] [added: 106] | | | | | |

| Ludington – Ludington | | | 6 Units, 1973 | | | [removed: 1,112] [added: 1,119] | | | 4 | | | [removed: (458)] [added: (360)] | | | 5 | | |

| Conventional hydro [removed: generation] [added: generation6] | | | 35 Units, 1906-1949 | | | 75 | | | | | | [removed: 366] [added: 344] | | | | | |

| Covert Generating Station – Covert | | | 3 Units, 2004 | | | [removed: 1,089] [added: 1,090] | | | | | | [removed: 7,159] [added: 7,357] | | | | | |

| Jackson – Jackson | | | 1 Unit, 2002 | | | [removed: 534] [added: 531] | | | | | | [removed: 2,001] [added: 1,979] | | | | | |

| Zeeland – Zeeland | | | 3 Units, 2002 | | | [removed: 520] [added: 534] | | | | | | [removed: 3,963] [added: 3,952] | | | | | |

| Zeeland (simple cycle) – Zeeland | | | 2 Units, 2001 | | | 314 | | | | | | [removed: 1,733] [added: 1,373] | | | | | |

| Crescent Wind Farm – Hillsdale County | | | 2021 | | | 150 | | | | | | [removed: 369] [added: 362] | | | | | |

| Cross Winds® Energy Park – Tuscola County | | | 2014-2019 | | | [removed: 232] [added: 231] | | | | | | [removed: 721] [added: 728] | | | | | |

| Gratiot Farms Wind Project – Gratiot County | | | 2020 | | | 150 | | | | | | [removed: 364] [added: 345] | | | | | |

| Heartland Farms Wind Project – Gratiot County | | | 2023 | | | 200 | | | | | | [removed: 432] [added: 470] | | | | | |

| Lake Winds® Energy Park – Mason County | | | 2012 | | | 101 | | | | | | [removed: 262] [added: 251] | | | | | |

The Electric Supply Plan

is Consumers’ blueprint for compliance with Michigan’s 2023 Energy Law and for advancing sustainability objectives.

To meet these objectives, Consumers is executing a multi-faceted strategy.

This strategy involves taking steps to end the use of coal, including the retirement of the D.E. Karn coal-fueled generating units, totaling 515 MW of nameplate capacity, in 2023 and obtaining MPSC approval to retire J.H. Campbell, totaling 1,407 MW of nameplate capacity.

The retirement of J.H. Campbell is subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy.

For a more detailed discussion of the emergency orders, see Item 7.

Coupled with updates to its integrated resource plan, these actions position Consumers to achieve 60‑percent renewable energy by 2035 and 100‑percent clean energy by 2040.

| | | | | | | — | | | | | | 7,320 | | | | | |

| | | | | | | 1,194 | | | | | | (16) | | | | | |

| | | | | | | 2,155 | | | | | | 13,288 | | | | | |

| | | | | | | 832 | | | | | | 2,156 | | | | | |

| Muskegon Solar Energy Center | | | 2025 | | | 250 | | | | | | 2 | | | | | |

| | | | | | | 255 | | | | | | 9 | | | | | |

| Total owned generation | | | | | | 5,940 | | | | | | 24,236 | | | | | |

| Solar generation | | | | | | 1,017 | | | | | | 1,355 | | | | | |

| Battery storage | | | | | | 100 | | | | | | (8) | | | 9 | | |

| | | | | | | 3,250 | | | | | | 12,169 | | | | | |

| Net interchange power10 | | | | | | — | | | | | | (502) | | | | | |

| Total supply | | | | | | 9,190 | | | | | | 35,903 | | | | | |

However, the retirement of J.H. Campbell is subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy.

Under those emergency orders, Consumers has continued to operate these units for the benefit of MISO’s North and Central regions.

Of the 7,320 GWh generated by these units during 2025, Consumers supplied 3,608 GWh of electricity to MISO in order to comply with the emergency orders.

For a more detailed discussion of the emergency orders, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties—J.H. Campbell Emergency Orders and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters.

6In 2025, Consumers entered an agreement to sell the 13 hydroelectric dams that comprise the 35 generating units.

For a more detailed discussion of this transaction, see Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 20, Exit Activities and Asset Sales.

7Represents purchases under long-term PPAs, including capacity purchases.

9Reflects net delivered energy from storage operations, after accounting for charging losses.

| Battery storage3 | | | (8) | | | — | | | — | | |

3Reflects net delivered energy from storage operations, after accounting for charging losses.

For further information about

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 4, Contingencies and Commitments—Contractual Commitments.

Consumers planned to exit coal generation in 2025 but the retirement of J.H. Campbell is subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy.

Of the 7,320 GWh generated by these units during 2025, Consumers supplied 3,608 GWh of electricity to MISO in order to comply with the emergency orders.

For a more detailed discussion of the emergency orders, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties—J.H. Campbell Emergency Orders and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters.

Following the emergency orders, Consumers was able to utilize relationships with existing suppliers in order to procure additional supply and maintain railcar leases and transportation contracts past the planned shutdown date of May 2025.

The Clean Energy Plan was most recently revised and approved by the MPSC in 2022.

Under Michigan’s integrated resource planning process, Consumers will file updates

to its Clean Energy Plan in 2026.

Together with updates to its renewable energy plan that Consumers filed in November 2024, these updated plans will serve as Consumers’ blueprint to meeting the requirements of the 2023 Energy Law that was enacted in Michigan in November 2023.

Under its Clean Energy Plan, Consumers will eliminate the use of coal in owned generation in 2025.

Specifically, Consumers retired the D.E. Karn coal-fueled generating units in June 2023 and plans to retire the J.H. Campbell coal-fueled generating units in 2025.

Consumers has also contracted to purchase 400 MW of capacity from battery storage facilities, which will be located in Michigan’s Lower Peninsula and are expected to be operational by 2027.

| | | | | | | 1,331 | | | | | | 7,932 | | | | | |

| | | | | | | 1,187 | | | | | | (92) | | | | | |

| | | | | | | 2,143 | | | | | | 13,123 | | | | | |

| | | | | | | 833 | | | | | | 2,148 | | | | | |

| Solar generation | | | | | | 803 | | | | | | 1,152 | | | | | |

| | | | | | | 2,837 | | | | | | 13,030 | | | | | |

6Represents purchases under long-term PPAs.

| Total owned generation | | | 24,947 | | | 19,751 | | | 18,752 | | |

| Nuclear generation3 | | | — | | | — | | | 2,692 | | |

| Net interchange power4 | | | (2,715) | | | 4,532 | | | 3,943 | | |

| Total supply | | | 35,262 | | | 34,430 | | | 35,510 | | |

3Represents purchases from a nuclear generating facility that closed in May 2022.

on plant availability and fuel costs.

In order to obtain the coal it needs, Consumers enters into physical coal supply contracts.

At December 31, 2024, Consumers had future commitments to purchase coal during 2025 until the retirement of its last coal generating unit; payment obligations under these contracts totaled $24 million.

Most of Consumers’ rail-supplied coal contracts have fixed prices, although some contain market-based pricing.

At December 31, 2024, Consumers had 100 percent of its remaining 2025 expected coal requirements under contract, as well as a 20‑day supply of coal on hand.

Consumers’ coal transportation contracts are future commitments and expire on various dates through 2025; payment obligations under these contracts totaled $65 million at December 31, 2024.

The remaining emissions will likely be offset by purchasing and/or producing renewable natural gas.

| Phillips, Wisconsin3 | | | 100 | | | Solar | | | 3 | | | | | | 4 | | |

| Total | | | | | | | | | 2,016 | | | | | | 9,134 | | |

3NorthStar Clean Energy has entered into an agreement to sell this plant in 2025.

Consumers filed updates to its renewable energy plan in November 2024 and plans to file updates to its Clean Energy Plan in 2026.

While Consumers’ existing Clean Energy Plan, established under Michigan’s integrated resource planning process, provides a path towards meeting the requirements of the 2023 Energy Law, Consumers will file updates to the plan in 2026 to expand and solidify that path.

Additionally, Consumers filed updates to its renewable energy plan in November 2024 to propose plans to meet the increased renewable energy standard.

Together, these plans will enable Consumers to achieve 60 percent renewable energy by 2035 and 100 percent clean energy by 2040 and will also contribute to Consumers’ achievement of its net-zero emissions goals.

Encompassing both its electric and gas businesses, Consumers has set a net-zero greenhouse gas emissions target by 2050.

This goal incorporates greenhouse gas emissions from Consumers’ natural gas delivery system, including suppliers and customers, and has an interim goal of reducing customer emissions by 25 percent by 2035.

The UWUA and USW agreements expire in 2025.

| Executive Vice President | | | 1/2020 – 12/2020 | | |

| *EnerBank* | | | | | |

| LeeRoy Wells, Jr. (age 46) | | | | | |

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note [removed: 2,] [added: 3,] Regulatory Matters and Note [removed: 3,] [added: 4,] Contingencies and Commitments.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| 1-9513 | | | [removed: ] [added: ] | | | | | | CMS ENERGY CORPORATION | | | | | | | | | 38-2726431 | | |

| 1-5611 | | | [removed: ] [added: ] | | | | | | CONSUMERS ENERGY COMPANY | | | | | | | | | 38-0442310 | | |

The aggregate market value of CMS Energy voting and non‑voting common equity held by non‑affiliates was [removed: $17.701] [added: $20.644] billion for the [removed: 297,340,567] [added: 297,980,694] CMS Energy Corporation Common Stock shares outstanding on June [removed: 28, 2024] [added: 30, 2025] based on the closing sale price of [removed: $59.53] [added: $69.28] for CMS Energy Corporation Common Stock, as reported by the New York Stock Exchange on such date.

There were no shares of Consumers common equity held by non‑affiliates as of June [removed: 28, 2024.][added: 30, 2025.]

There were [removed: 298,794,638] [added: 306,420,901] shares of CMS Energy Corporation Common Stock outstanding on January [removed: 17, 2025.][added: 16, 2026.]

On January [removed: 17, 2025,] [added: 16, 2026,] CMS Energy held all 84,108,789 outstanding shares of common stock of Consumers.

Documents incorporated by reference in Part III: CMS Energy’s and Consumers’ proxy statement relating to their [removed: 2025] [added: 2026] Annual Meetings of Shareholders to be held May [removed: 2, 2025.][added: 8, 2026.]

Annual Reports on Form 10‑K to the Securities and Exchange Commission for the Year Ended December 31, [removed: 2024][added: 2025]

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| [Item [removed: 9.](#ic43cff4efdfd4f2fb7296396b8a97b31_535)] [added: 9.](#ifde718d165614e8c9bb0a5066b000edc_556)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic43cff4efdfd4f2fb7296396b8a97b31_535)] [added: Disclosure](#ifde718d165614e8c9bb0a5066b000edc_556)] | | | [removed: [189](#ic43cff4efdfd4f2fb7296396b8a97b31_535)] [added: [195](#ifde718d165614e8c9bb0a5066b000edc_556)] | | |

| [Item [removed: 9A.](#ic43cff4efdfd4f2fb7296396b8a97b31_538)] [added: 9A.](#ifde718d165614e8c9bb0a5066b000edc_559)] | | | [Controls and [removed: Procedures](#ic43cff4efdfd4f2fb7296396b8a97b31_538)] [added: Procedures](#ifde718d165614e8c9bb0a5066b000edc_559)] | | | [removed: [189](#ic43cff4efdfd4f2fb7296396b8a97b31_538)] [added: [195](#ifde718d165614e8c9bb0a5066b000edc_559)] | | |

| [Item [removed: 9B.](#ic43cff4efdfd4f2fb7296396b8a97b31_544)] [added: 9B.](#ifde718d165614e8c9bb0a5066b000edc_565)] | | | [Other [removed: Information](#ic43cff4efdfd4f2fb7296396b8a97b31_544)] [added: Information](#ifde718d165614e8c9bb0a5066b000edc_565)] | | | [removed: [191](#ic43cff4efdfd4f2fb7296396b8a97b31_544)] [added: [197](#ifde718d165614e8c9bb0a5066b000edc_565)] | | |

| [Item [removed: 9C.](#ic43cff4efdfd4f2fb7296396b8a97b31_547)] [added: 9C.](#ifde718d165614e8c9bb0a5066b000edc_568)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic43cff4efdfd4f2fb7296396b8a97b31_547)] [added: Inspections](#ifde718d165614e8c9bb0a5066b000edc_568)] | | | [removed: [191](#ic43cff4efdfd4f2fb7296396b8a97b31_547)] [added: [197](#ifde718d165614e8c9bb0a5066b000edc_568)] | | |

| [Item [removed: 10.](#ic43cff4efdfd4f2fb7296396b8a97b31_577)] [added: 10.](#ifde718d165614e8c9bb0a5066b000edc_598)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic43cff4efdfd4f2fb7296396b8a97b31_577)] [added: Governance](#ifde718d165614e8c9bb0a5066b000edc_598)] | | | [removed: [191](#ic43cff4efdfd4f2fb7296396b8a97b31_577)] [added: [198](#ifde718d165614e8c9bb0a5066b000edc_598)] | | |

| [Item [removed: 11.](#ic43cff4efdfd4f2fb7296396b8a97b31_580)] [added: 11.](#ifde718d165614e8c9bb0a5066b000edc_601)] | | | [Executive [removed: Compensation](#ic43cff4efdfd4f2fb7296396b8a97b31_580)] [added: Compensation](#ifde718d165614e8c9bb0a5066b000edc_601)] | | | [removed: [192](#ic43cff4efdfd4f2fb7296396b8a97b31_580)] [added: [199](#ifde718d165614e8c9bb0a5066b000edc_601)] | | |

| [Item [removed: 12.](#ic43cff4efdfd4f2fb7296396b8a97b31_583)] [added: 12.](#ifde718d165614e8c9bb0a5066b000edc_604)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic43cff4efdfd4f2fb7296396b8a97b31_583)] [added: Matters](#ifde718d165614e8c9bb0a5066b000edc_604)] | | | [removed: [193](#ic43cff4efdfd4f2fb7296396b8a97b31_583)] [added: [199](#ifde718d165614e8c9bb0a5066b000edc_604)] | | |

| [Item [removed: 13.](#ic43cff4efdfd4f2fb7296396b8a97b31_586)] [added: 13.](#ifde718d165614e8c9bb0a5066b000edc_607)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic43cff4efdfd4f2fb7296396b8a97b31_586)] [added: Independence](#ifde718d165614e8c9bb0a5066b000edc_607)] | | | [removed: [193](#ic43cff4efdfd4f2fb7296396b8a97b31_586)] [added: [199](#ifde718d165614e8c9bb0a5066b000edc_607)] | | |

| [Item [removed: 14.](#ic43cff4efdfd4f2fb7296396b8a97b31_589)] [added: 14.](#ifde718d165614e8c9bb0a5066b000edc_610)] | | | [Principal Accountant Fees and [removed: Services](#ic43cff4efdfd4f2fb7296396b8a97b31_589)] [added: Services](#ifde718d165614e8c9bb0a5066b000edc_610)] | | | [removed: [193](#ic43cff4efdfd4f2fb7296396b8a97b31_589)] [added: [200](#ifde718d165614e8c9bb0a5066b000edc_610)] | | |

| [Item [removed: 15.](#ic43cff4efdfd4f2fb7296396b8a97b31_595)] [added: 15.](#ifde718d165614e8c9bb0a5066b000edc_616)] | | | [Exhibits and Financial Statement [removed: Schedules](#ic43cff4efdfd4f2fb7296396b8a97b31_595)] [added: Schedules](#ifde718d165614e8c9bb0a5066b000edc_616)] | | | [removed: [195](#ic43cff4efdfd4f2fb7296396b8a97b31_595)] [added: [201](#ifde718d165614e8c9bb0a5066b000edc_616)] | | |

| [Item [removed: 16.](#ic43cff4efdfd4f2fb7296396b8a97b31_625)] [added: 16.](#ifde718d165614e8c9bb0a5066b000edc_646)] | | | [Form 10-K [removed: Summary](#ic43cff4efdfd4f2fb7296396b8a97b31_625)] [added: Summary](#ifde718d165614e8c9bb0a5066b000edc_646)] | | | [removed: [208](#ic43cff4efdfd4f2fb7296396b8a97b31_625)] [added: [214](#ifde718d165614e8c9bb0a5066b000edc_646)] | | |

| Financial Accounting Standards Board Accounting Standards Codification Topic 715, [removed: Retirement] [added: Compensation—Retirement] Benefits | | |

| Consumers’ long-term strategy for delivering [removed: clean,] [added: safe,] reliable, [removed: resilient,] [added: affordable, clean,] and [removed: affordable] [added: equitable] energy to its customers; this plan [removed: was originally] [added: is] outlined [removed: and approved] in Consumers’ [removed: 2018] integrated resource plan and [removed: subsequently updated and approved through its 2021 integrated resource plan] [added: incorporates the Renewable Energy Plan] | | |

| CMS Energy Resource Management [removed: Company,] [added: Company] a wholly owned subsidiary of NorthStar Clean Energy | | |

| A 1,200-MW natural gas-fueled generation station that was acquired by Consumers in [removed: May] 2023 from New Covert Generating Company, LLC, a non-affiliated company | | |

| [added: Federal] Endangered Species Act of 1973, as amended | | |

| [Glossary](#ifde718d165614e8c9bb0a5066b000edc_37) | | | | | | [2](#ifde718d165614e8c9bb0a5066b000edc_37) | | |

| [Part I](#ifde718d165614e8c9bb0a5066b000edc_52) | | | | | | [17](#ifde718d165614e8c9bb0a5066b000edc_52) | | |

| [Part III](#ifde718d165614e8c9bb0a5066b000edc_595) | | | | | | [198](#ifde718d165614e8c9bb0a5066b000edc_595) | | |

| [Part IV](#ifde718d165614e8c9bb0a5066b000edc_613) | | | | | | [201](#ifde718d165614e8c9bb0a5066b000edc_613) | | |

| [Signatures](#ifde718d165614e8c9bb0a5066b000edc_649) | | | | | | [215](#ifde718d165614e8c9bb0a5066b000edc_649) | | |

| ASC 740 | | |

| Financial Accounting Standards Board Accounting Standards Codification Topic 740, Income Taxes | | |

| BG Solar Holdings | | |

| Delta Solar Equity Holdings | | |

| Delta Solar Equity Holdings, LLC, a VIE in which Grand River Solar, LLC, a wholly owned subsidiary of NorthStar Clean Energy, has a 50‑percent interest | | |

| DOE | | |

| U.S. Department of Energy | | |

| Electric Supply Plan | | |

| ERP | | |

| Enterprise Resource Planning software | | |

| GW | | |

| Gigawatt, a unit of energy equal to 1 billion watts | | |

| IT | | |

| Information technology | | |

| J.H. Campbell | | |

| J.H. Campbell Generating Complex, a three-unit coal-fueled electric generating facility comprised of Units 1 and 2, which are wholly owned by Consumers, and Unit 3, which Consumers jointly owns with the Michigan Public Power Agency, holding a 4.80‑percent interest, and Wolverine Power, holding a 1.89‑percent interest, each a non-affiliated company | | |

| MISO Tariff | | |

| MISO Open Access Transmission, Energy, and Operating Reserve Markets Tariff | | |

| NWO Holdco, L.L.C., a VIE in which NWO Holdco I, LLC, a wholly owned subsidiary of NWO Wind Equity Holdings, LLC, holds a Class B membership interest | | |

| NWO Wind Equity Holdings | | |

| NWO Wind Equity Holdings, LLC, a VIE in which Grand River Wind, LLC, a wholly owned subsidiary of NorthStar Clean Energy, has a 50‑percent interest | | |

| OBBBA | | |

| Federal One Big Beautiful Bill Act of 2025 | | |

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[Table of Contents](#ic43cff4efdfd4f2fb7296396b8a97b31_34)[](#ic43cff4efdfd4f2fb7296396b8a97b31_34)

| [Glossary](#ic43cff4efdfd4f2fb7296396b8a97b31_37) | | | | | | [2](#ic43cff4efdfd4f2fb7296396b8a97b31_37) | | |

| [Part I](#ic43cff4efdfd4f2fb7296396b8a97b31_52) | | | | | | [17](#ic43cff4efdfd4f2fb7296396b8a97b31_52) | | |

| [Part III](#ic43cff4efdfd4f2fb7296396b8a97b31_574) | | | | | | [191](#ic43cff4efdfd4f2fb7296396b8a97b31_574) | | |

| [Part IV](#ic43cff4efdfd4f2fb7296396b8a97b31_592) | | | | | | [195](#ic43cff4efdfd4f2fb7296396b8a97b31_592) | | |

| [Signatures](#ic43cff4efdfd4f2fb7296396b8a97b31_628) | | | | | | [209](#ic43cff4efdfd4f2fb7296396b8a97b31_628) | | |

| 2023 Form 10‑K | | |

| Each of CMS Energy’s and Consumers’ Annual Report on Form 10‑K for the year ended December 31, 2023 | | |

| 3G | | |

| Third generation technology | | |

| 4G | | |

| Fourth generation technology | | |

| Clean Energy Plan | | |

| Good Neighbor Plan | | |

| A plan issued by the EPA which secures significant reductions in ozone-forming emissions of NOx from power plants and industrial facilities | | |

Cybersecurity Program: CMS Energy’s and Consumers’ security function, led by the Vice President of [removed: Information Technology] [added: IT] and Security and CIO, is accountable for cyber and physical security and is subject to various state, federal, and industry cybersecurity, physical security, and privacy regulations.

All employees and contractors are required to complete annual trainings on a variety of security-related [removed: topics.]

Management’s Role: The Vice President of [removed: Information Technology] [added: IT] and Security and CIO has over 25 years of [removed: information technology] [added: IT] and security experience and, to enhance governance, reports to the [removed: Senior] [added: Executive] Vice President [added: of Business Transformation] and [removed: General Counsel.][added: Chief Legal and Administrative Officer.]

The Vice President of [removed: Information Technology] [added: IT] and Security and CIO is responsible for informing the CEO and other members of senior management, as necessary, about cybersecurity incidents, covering prevention, detection, mitigation, and remediation efforts as they are detected by the cybersecurity team.

[removed: Information Technology] [added: In the event of such cybersecurity incidents, the Vice President of IT] and Security and CIO communicates and collaborates with the officers of the companies and subject matter experts to address business continuity, contingency, and recovery plans.

topics.

In the event of such cybersecurity incidents, the Vice President of

At January [removed: 17, 2025,] [added: 16, 2026,] the number of registered holders of CMS Energy’s common stock totaled [removed: 24,092,] [added: 22,938,] based on the number of record holders.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note [removed: 11,] [added: 12,] Stock-based Compensation and Item 12.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note [removed: 4,] [added: 5,] Financings and Capitalization.

[removed: ][added: ]

| Company/Index | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | |

| CMS Energy | | | | | | $ | 100 | | | | | $ | [removed: 100] [added: 110] | | | | | $ | [removed: 109] [added: 110] | | | | | $ | [removed: 110] [added: 104] | | | | | $ | [removed: 104] [added: 124] | | | | | $ | [removed: 123] [added: 134] | |

| S&P 400 Utilities Index | | | | | | 100 | | | | | | [removed: 86] [added: 120] | | | | | | [removed: 103] [added: 120] | | | | | | [removed: 103] [added: 104] | | | | | | [removed: 89] [added: 136] | | | | | | [removed: 117] [added: 164] | | |

Presented in the following table are CMS Energy’s repurchases of common stock for the three months ended December 31, [removed: 2024:][added: 2025:]

As of December 31, [removed: 2024,] [added: 2025,] CMS Energy has no other publicly announced plans or programs that permit the repurchase of equity securities.

| S&P 500 Index | | | | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | |

| October 1, 2025 to October 31, 2025 | | | | | | — | | | | | | $ | — | | | | | | | | | | | | | |

| November 1, 2025 to November 30, 2025 | | | | | | 132 | | | | | | 73.99 | | | | | | | | | | | | | | |

| December 1, 2025 to December 31, 2025 | | | | | | 320 | | | | | | 69.84 | | | | | | | | | | | | | | |

| Total | | | | | | 452 | | | | | | $ | 71.05 | | | | | | | | | | | | | |

| S&P 500 Index | | | | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| October 1, 2024 to October 31, 2024 | | | | | | 202 | | | | | | $ | 70.96 | | | | | | | | | | | | | |

| November 1, 2024 to November 30, 2024 | | | | | | 348 | | | | | | 68.42 | | | | | | | | | | | | | | |

| December 1, 2024 to December 31, 2024 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Total | | | | | | 550 | | | | | | $ | 69.35 | | | | | | | | | | | | | |

| [CMS Energy Consolidated Financial [removed: Statements](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] [added: Statements](#ifde718d165614e8c9bb0a5066b000edc_289)] | | | | | | [removed: [90](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] [added: [94](#ifde718d165614e8c9bb0a5066b000edc_289)] | | |

| [Consolidated Statements of [removed: Income](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] [added: Income](#ifde718d165614e8c9bb0a5066b000edc_289)] | | | | | | [removed: [90](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] [added: [94](#ifde718d165614e8c9bb0a5066b000edc_289)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ic43cff4efdfd4f2fb7296396b8a97b31_277)] [added: Income](#ifde718d165614e8c9bb0a5066b000edc_292)] | | | | | | [removed: [92](#ic43cff4efdfd4f2fb7296396b8a97b31_277)] [added: [95](#ifde718d165614e8c9bb0a5066b000edc_292)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic43cff4efdfd4f2fb7296396b8a97b31_280)] [added: Flows](#ifde718d165614e8c9bb0a5066b000edc_295)] | | | | | | [removed: [94](#ic43cff4efdfd4f2fb7296396b8a97b31_280)] [added: [96](#ifde718d165614e8c9bb0a5066b000edc_295)] | | |

| [Consolidated Balance [removed: Sheets](#ic43cff4efdfd4f2fb7296396b8a97b31_283)] [added: Sheets](#ifde718d165614e8c9bb0a5066b000edc_298)] | | | | | | [removed: [96](#ic43cff4efdfd4f2fb7296396b8a97b31_283)] [added: [98](#ifde718d165614e8c9bb0a5066b000edc_298)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#ic43cff4efdfd4f2fb7296396b8a97b31_286)] [added: Equity](#ifde718d165614e8c9bb0a5066b000edc_301)] | | | | | | [removed: [98](#ic43cff4efdfd4f2fb7296396b8a97b31_286)] [added: [100](#ifde718d165614e8c9bb0a5066b000edc_301)] | | |

| [Consumers Consolidated Financial [removed: Statements](#ic43cff4efdfd4f2fb7296396b8a97b31_289)] [added: Statements](#ifde718d165614e8c9bb0a5066b000edc_304)] | | | | | | [removed: [100](#ic43cff4efdfd4f2fb7296396b8a97b31_289)] [added: [101](#ifde718d165614e8c9bb0a5066b000edc_304)] | | |

| [Consolidated Statements of [removed: Comprehensive Income](#ic43cff4efdfd4f2fb7296396b8a97b31_295)] [added: Income](#ifde718d165614e8c9bb0a5066b000edc_307)] | | | | | | [removed: [101](#ic43cff4efdfd4f2fb7296396b8a97b31_295)] [added: [101](#ifde718d165614e8c9bb0a5066b000edc_307)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic43cff4efdfd4f2fb7296396b8a97b31_298)] [added: Flows](#ifde718d165614e8c9bb0a5066b000edc_313)] | | | | | | [removed: [102](#ic43cff4efdfd4f2fb7296396b8a97b31_298)] [added: [104](#ifde718d165614e8c9bb0a5066b000edc_313)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#ic43cff4efdfd4f2fb7296396b8a97b31_304)] [added: Equity](#ifde718d165614e8c9bb0a5066b000edc_319)] | | | | | | [removed: [106](#ic43cff4efdfd4f2fb7296396b8a97b31_304)] [added: [108](#ifde718d165614e8c9bb0a5066b000edc_319)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ic43cff4efdfd4f2fb7296396b8a97b31_307)] [added: Statements](#ifde718d165614e8c9bb0a5066b000edc_322)] | | | | | | [removed: [107](#ic43cff4efdfd4f2fb7296396b8a97b31_307)] [added: [109](#ifde718d165614e8c9bb0a5066b000edc_322)] | | |

[removed: | [2:](#ic43cff4efdfd4f2fb7296396b8a97b31_319) | | | [Regulatory Matters](#ic43cff4efdfd4f2fb7296396b8a97b31_319) | | | [110](#ic43cff4efdfd4f2fb7296396b8a97b31_319) | | |][added: 3: Regulatory Matters]

[removed: | [3:](#ic43cff4efdfd4f2fb7296396b8a97b31_325) | | | [Contingencies] [added: 4: Contingencies] and [removed: Commitments](#ic43cff4efdfd4f2fb7296396b8a97b31_325) | | | [117](#ic43cff4efdfd4f2fb7296396b8a97b31_325) | | |][added: Commitments]

[removed: | [4:](#ic43cff4efdfd4f2fb7296396b8a97b31_337) | | | [Financings] [added: 5: Financings] and [removed: Capitalization](#ic43cff4efdfd4f2fb7296396b8a97b31_337) | | | [123](#ic43cff4efdfd4f2fb7296396b8a97b31_337) | | |][added: Capitalization]

[removed: | [5:](#ic43cff4efdfd4f2fb7296396b8a97b31_397) | | | [Fair] [added: 6: Fair] Value [removed: Measurements](#ic43cff4efdfd4f2fb7296396b8a97b31_397) | | | [131](#ic43cff4efdfd4f2fb7296396b8a97b31_397) | | |][added: Measurements]

[removed: | [6:](#ic43cff4efdfd4f2fb7296396b8a97b31_403) | | | [Financial Instruments](#ic43cff4efdfd4f2fb7296396b8a97b31_403) | | | [133](#ic43cff4efdfd4f2fb7296396b8a97b31_403) | | |][added: 7: Financial Instruments]

[removed: | [7:](#ic43cff4efdfd4f2fb7296396b8a97b31_409) | | | [Plant,] [added: 8: Plant,] Property, and [removed: Equipment](#ic43cff4efdfd4f2fb7296396b8a97b31_409) | | | [135](#ic43cff4efdfd4f2fb7296396b8a97b31_409) | | |][added: Equipment]

[removed: | [9:](#ic43cff4efdfd4f2fb7296396b8a97b31_418) | | | [Asset] [added: 10: Asset] Retirement [removed: Obligations](#ic43cff4efdfd4f2fb7296396b8a97b31_418) | | | [143](#ic43cff4efdfd4f2fb7296396b8a97b31_418) | | |][added: Obligations]

[removed: | [10:](#ic43cff4efdfd4f2fb7296396b8a97b31_424) | | | [Retirement Benefits](#ic43cff4efdfd4f2fb7296396b8a97b31_424) | | | [145](#ic43cff4efdfd4f2fb7296396b8a97b31_424) | | |][added: 11: Retirement Benefits]

[removed: | [11:](#ic43cff4efdfd4f2fb7296396b8a97b31_442) | | | [Stock-based Compensation](#ic43cff4efdfd4f2fb7296396b8a97b31_442) | | | [156](#ic43cff4efdfd4f2fb7296396b8a97b31_442) | | |][added: 12: Stock-based Compensation]

[removed: | [12:](#ic43cff4efdfd4f2fb7296396b8a97b31_445) | | | [Income Taxes](#ic43cff4efdfd4f2fb7296396b8a97b31_445) | | | [159](#ic43cff4efdfd4f2fb7296396b8a97b31_445) | | |][added: 13: Income Taxes]

[removed: | [13:](#ic43cff4efdfd4f2fb7296396b8a97b31_457) | | | [Earnings] [added: 14: Earnings] Per Share—CMS [removed: Energy](#ic43cff4efdfd4f2fb7296396b8a97b31_457) | | | [163](#ic43cff4efdfd4f2fb7296396b8a97b31_457) | | |][added: Energy]

[removed: | [15:](#ic43cff4efdfd4f2fb7296396b8a97b31_484) | | | [Other] [added: 16: Other] Income and Other [removed: Expense](#ic43cff4efdfd4f2fb7296396b8a97b31_484) | | | [169](#ic43cff4efdfd4f2fb7296396b8a97b31_484) | | |][added: Expense]

[removed: | [16:](#ic43cff4efdfd4f2fb7296396b8a97b31_487) | | | [Reportable Segments](#ic43cff4efdfd4f2fb7296396b8a97b31_487) | | | [170](#ic43cff4efdfd4f2fb7296396b8a97b31_487) | | |][added: 17: Reportable Segments]

[removed: | [17:](#ic43cff4efdfd4f2fb7296396b8a97b31_502) | | | [Related-party Transactions—Consumers](#ic43cff4efdfd4f2fb7296396b8a97b31_502) | | | [177](#ic43cff4efdfd4f2fb7296396b8a97b31_502) | | |][added: 18: Related-party Transactions—Consumers]

[removed: | [18:](#ic43cff4efdfd4f2fb7296396b8a97b31_505) | | | [Variable] [added: 19: Variable] Interest [removed: Entities](#ic43cff4efdfd4f2fb7296396b8a97b31_505) | | | [178](#ic43cff4efdfd4f2fb7296396b8a97b31_505) | | |][added: Entities]

[removed: | [19:](#ic43cff4efdfd4f2fb7296396b8a97b31_511) | | | [Exit] [added: 20: Exit] Activities and Asset [removed: Sales](#ic43cff4efdfd4f2fb7296396b8a97b31_511) | | | [180](#ic43cff4efdfd4f2fb7296396b8a97b31_511) | | |][added: Sales]

| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ic43cff4efdfd4f2fb7296396b8a97b31_523) 238[)](#ic43cff4efdfd4f2fb7296396b8a97b31_523)] [added: ID](#ifde718d165614e8c9bb0a5066b000edc_544) 238[)](#ifde718d165614e8c9bb0a5066b000edc_544)] | | | | | | [removed: [182](#ic43cff4efdfd4f2fb7296396b8a97b31_523)] [added: [188](#ifde718d165614e8c9bb0a5066b000edc_544)] | | |

| Years Ended December 31 | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | |

| Operating Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 7,515] [added: 8,539] | | | | | $ | [removed: 7,462] [added: 7,515] | | | | | $ | [removed: 8,596] [added: 7,462] | |

| Fuel for electric generation | | | | | | | | | | | | | | | | | | | | | [removed: 624] [added: 657] | | | | | | [removed: 561] [added: 624] | | | | | | [removed: 905] [added: 561] | | |

| Purchased and interchange power | | | | | | | | | | | | | | | | | | | | | [removed: 1,333] [added: 1,706] | | | | | | [removed: 1,375] [added: 1,333] | | | | | | [removed: 1,928] [added: 1,375] | | |

| Purchased power – related parties | | | | | | | | | | | | | | | | | | | | | [removed: 71] [added: 94] | | | | | | [removed: 75] [added: 71] | | | | | | [removed: 76] [added: 75] | | |

| Cost of gas sold | | | | | | | | | | | | | | | | | | | | | [removed: 640] [added: 809] | | | | | | [removed: 902] [added: 640] | | | | | | [removed: 1,256] [added: 902] | | |

| Maintenance and other operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 1,638] [added: 1,727] | | | | | | [removed: 1,687] [added: 1,638] | | | | | | [removed: 1,669] [added: 1,687] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 1,240] [added: 1,306] | | | | | | [removed: 1,180] [added: 1,240] | | | | | | [removed: 1,126] [added: 1,180] | | |

| General taxes | | | | | | | | | | | | | | | | | | | | | [removed: 482] [added: 513] | | | | | | [removed: 447] [added: 482] | | | | | | [removed: 412] [added: 447] | | |

| Total operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 6,028] [added: 6,812] | | | | | | [removed: 6,227] [added: 6,028] | | | | | | [removed: 7,372] [added: 6,227] | | |

| Operating Income | | | | | | | | | | | | | | | | | | | | | [removed: 1,487] [added: 1,727] | | | | | | [removed: 1,235] [added: 1,487] | | | | | | [removed: 1,224] [added: 1,235] | | |

| Non-operating retirement benefits, net | | | | | | | | | | | | | | | | | | | | | [removed: 169] [added: 186] | | | | | | [removed: 180] [added: 169] | | | | | | [removed: 205] [added: 180] | | |

| [Consolidated Statements of Comprehensive Income](#ifde718d165614e8c9bb0a5066b000edc_310) | | | | | | [102](#ifde718d165614e8c9bb0a5066b000edc_310) | | |

| [Consolidated Balance Sheets](#ifde718d165614e8c9bb0a5066b000edc_316) | | | | | | [106](#ifde718d165614e8c9bb0a5066b000edc_316) | | |

| [1:](#ifde718d165614e8c9bb0a5066b000edc_328) | | | [Significant Accounting Policies](#ifde718d165614e8c9bb0a5066b000edc_328) | | | [109](#ifde718d165614e8c9bb0a5066b000edc_328) | | |

| [2:](#ifde718d165614e8c9bb0a5066b000edc_331) | | | [New Accounting Standards](#ifde718d165614e8c9bb0a5066b000edc_331) | | | [111](#ifde718d165614e8c9bb0a5066b000edc_331) | | |

| [4:](#ifde718d165614e8c9bb0a5066b000edc_340) | | | [Contingencies and Commitments](#ifde718d165614e8c9bb0a5066b000edc_340) | | | [119](#ifde718d165614e8c9bb0a5066b000edc_340) | | |

| [9:](#ifde718d165614e8c9bb0a5066b000edc_427) | | | [Leases](#ifde718d165614e8c9bb0a5066b000edc_427) | | | [142](#ifde718d165614e8c9bb0a5066b000edc_427) | | |

| [15:](#ifde718d165614e8c9bb0a5066b000edc_478) | | | [Revenue](#ifde718d165614e8c9bb0a5066b000edc_478) | | | [170](#ifde718d165614e8c9bb0a5066b000edc_478) | | |

| [16:](#ifde718d165614e8c9bb0a5066b000edc_502) | | | [Other Income and Other Expense](#ifde718d165614e8c9bb0a5066b000edc_502) | | | [174](#ifde718d165614e8c9bb0a5066b000edc_502) | | |

| [CMS Energy](#ifde718d165614e8c9bb0a5066b000edc_544) | | | | | | [188](#ifde718d165614e8c9bb0a5066b000edc_544) | | |

| [Consumers](#ifde718d165614e8c9bb0a5066b000edc_547) | | | | | | [192](#ifde718d165614e8c9bb0a5066b000edc_547) | | |

| Proceeds from the sale of membership interests in VIEs | | | | | | 44 | | | | | | — | | | | | | — | | |

| Deemed contribution from sale of membership interest | | | | | | 35 | | | | | | — | | | | | | — | | |

| AROs | | | | | | 792 | | | | | | 728 | | |

| Adjustment for sale of membership interests in VIEs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (34) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sale of membership interests in VIEs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 78 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchased power – related parties | | | | | | | | | | | | | | | | | | | | | 94 | | | | | | 71 | | | | | | 75 | | |

| Bad debt expense | | | | | | 40 | | | | | | 33 | | | | | | 34 | | |

| Covert Generating Station acquisition | | | | | | — | | | | | | — | | | | | | (812) | | |

| Proceeds from sale of ASP business | | | | | | — | | | | | | 124 | | | | | | — | | |

| Increase (decrease) in notes payable | | | | | | (65) | | | | | | (28) | | | | | | 73 | | |

| Gas in underground storage | | | | | | 427 | | | | | | 435 | | |

| Deferred property taxes | | | | | | 479 | | | | | | 448 | | |

| Regulatory assets | | | | | | 104 | | | | | | 229 | | |

| Regulatory assets | | | | | | 3,355 | | | | | | 3,569 | | |

| Notes payable | | | | | | — | | | | | | 65 | | |

| Notes payable – related parties | | | | | | 340 | | | | | | — | | |

| Regulatory liabilities | | | | | | 85 | | | | | | 111 | | |

| Regulatory liabilities | | | | | | 4,091 | | | | | | 4,067 | | |

| AROs | | | | | | 753 | | | | | | 694 | | |

| Deferred investment tax credit | | | | | | 118 | | | | | | 122 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

2: New Accounting Standards

Implementation of New Accounting Standards

*ASU 2023‑09, Incomes Taxes (Topic 740): Improvements to Income Tax Disclosures:* This standard, which was effective on January 1, 2025 for CMS Energy and Consumers, requires expanded annual disclosures of the income taxes, including a more detailed reconciliation of the effective tax rate and disaggregated information on federal and state income taxes.

The standard also requires disclosure of significant reconciling items and qualitative information about state and local jurisdictions contributing to income tax expense.

The adoption of the new standard did not impact CMS Energy’s or Consumers’ liquidity, financial condition, or results of operations.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Consolidated Statements of Income](#ic43cff4efdfd4f2fb7296396b8a97b31_292) | | | | | | [100](#ic43cff4efdfd4f2fb7296396b8a97b31_292) | | |

| [Consolidated Balance Sheets](#ic43cff4efdfd4f2fb7296396b8a97b31_301) | | | | | | [104](#ic43cff4efdfd4f2fb7296396b8a97b31_301) | | |

| [1:](#ic43cff4efdfd4f2fb7296396b8a97b31_313) | | | [Significant Accounting Policies](#ic43cff4efdfd4f2fb7296396b8a97b31_313) | | | [107](#ic43cff4efdfd4f2fb7296396b8a97b31_313) | | |

| [8:](#ic43cff4efdfd4f2fb7296396b8a97b31_412) | | | [Leases](#ic43cff4efdfd4f2fb7296396b8a97b31_412) | | | [139](#ic43cff4efdfd4f2fb7296396b8a97b31_412) | | |

| [14:](#ic43cff4efdfd4f2fb7296396b8a97b31_460) | | | [Revenue](#ic43cff4efdfd4f2fb7296396b8a97b31_460) | | | [165](#ic43cff4efdfd4f2fb7296396b8a97b31_460) | | |

| [CMS Energy](#ic43cff4efdfd4f2fb7296396b8a97b31_523) | | | | | | [182](#ic43cff4efdfd4f2fb7296396b8a97b31_523) | | |

| [Consumers](#ic43cff4efdfd4f2fb7296396b8a97b31_526) | | | | | | [186](#ic43cff4efdfd4f2fb7296396b8a97b31_526) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *In Millions, Except Per Share Amounts* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations per average common share available to common stockholders | | | | | | | | | | | | | | | | | | | | | $ | 3.34 | | | | | $ | 3.01 | | | | | $ | 2.84 | |

| Income from discontinued operations per average common share available to common stockholders | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 0.01 | | |

| Diluted Earnings Per Average Common Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations per average common share available to common stockholders | | | | | | | | | | | | | | | | | | | | | $ | 3.33 | | | | | $ | 3.01 | | | | | $ | 2.84 | |

| Diluted Earnings Per Average Common Share | | | | | | | | | | | | | | | | | | | | | $ | 3.33 | | | | | $ | 3.01 | | | | | $ | 2.85 | |

| Derivatives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Unrealized gain on derivative instruments, net of tax of $—, $—, and $1 | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain from sale of EnerBank | | | | | | — | | | | | | — | | | | | | (5) | | |

| Net proceeds from sale of EnerBank | | | | | | — | | | | | | — | | | | | | 5 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *In Millions, Except Number of Shares in Thousands and Per Share Amounts* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Number of Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Unrealized gain on derivative instruments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2 | | |

| Reclassification adjustments included in net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 1 | | |

| Asset retirement obligations | | | | | | 694 | | | | | | 739 | | |

Cash and cash equivalents may also be restricted to pay other contractual obligations such as leasing of coal railcars.

| Postretirement benefits4 | | | | | | 747 | | | | | | 741 | | |

| Securitized costs1 | | | | | | 666 | | | | | | 778 | | |

| ARO3 | | | | | | 366 | | | | | | 328 | | |

| MGP sites1 | | | | | | 90 | | | | | | 99 | | |

| 2022 PSCR underrecovery1 | | | | | | — | | | | | | 126 | | |

Until retirement, the book value of the generating units will remain in rate base and receive full regulatory returns in general rate cases.

recognized as components of net periodic benefit cost.

Energy Waste Reduction Plan: The MPSC allows Consumers to collect surcharges from customers to fund its energy waste reduction plan.

Renewable Energy Plan: Consumers has collected surcharges to fund its renewable energy plan.

Incremental costs represent costs incurred in excess of amounts recovered through the PSCR process.

Meter Investigation: In July 2023, the MPSC issued an order initiating an investigation into Consumers’ handling of malfunctioning meters and meters requiring transition from 3G to 4G, estimated billing, and new service installations.

Based on such evaluation, CMS Energy’s CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

Under the supervision and with the participation of management, including its CEO and CFO, CMS Energy conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on such evaluation, CMS Energy’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has

Based on such evaluation, Consumers’ CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on such evaluation, Consumers’ management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of Consumers’ internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their [removed: 2025] [added: 2026] Annual Meetings of Shareholders to be held May [removed: 2, 2025.][added: 8, 2026.]

[removed: The proxy statement] will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10‑K, all of which information is hereby incorporated by reference in, and made part of, this Form 10‑K.

CMS Energy has adopted an employee code of ethics, entitled “CMS Energy [removed: 2024] Code of Conduct and Guide to Ethical Business Behavior” (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates.

CMS Energy has also adopted a director code of ethics entitled [removed: “2024 Board] [added: “Board] of Directors Code of Conduct and Guide to Ethical Business Behavior” (Director Code) that applies to its directors.

Consumers has adopted an employee code of ethics, entitled “CMS Energy [removed: 2024] Code of Conduct and Guide to Ethical Business Behavior” (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates.

Consumers has also adopted a director code of ethics entitled [removed: “2024 Board] [added: “Board] of Directors Code of Conduct and Guide to Ethical Business Behavior” (Director Code) that applies to its directors.

Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their 2026 Annual Meetings of Shareholders to be held May 8, 2026.

The proxy statement

Presented in the following table is information regarding CMS Energy’s equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plan approved by shareholders | | | — | | | | | | $ | — | | [removed: 4,469,391] [added: 3,965,601] | | |

NOTE: Information that is required by Part III—Items 11, 12, 13, and 14 of this Form 10‑K is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their [removed: 2025] [added: 2026] Annual Meetings of Shareholders to be held May [removed: 2, 2025.][added: 8, 2026.]

(This page intentionally left blank)

- Consolidated Statements of Income of CMS Energy for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Balance Sheets of CMS Energy at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Statements of Income of Consumers for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Statements of Cash Flows of Consumers for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Consolidated Balance Sheets of Consumers at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Schedule I — Condensed Financial Information of Registrant, CMS Energy—Parent Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

- Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

| Years Ended December 31 | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Other operating expenses | | | | | | $ | [removed: 10] [added: 9] | | | | | $ | 10 | | | | | $ | [removed: 7] [added: 10] | |

| Total operating expenses | | | | | | [removed: 10] [added: 9] | | | | | | 10 | | | | | | [removed: 7] [added: 10] | | |

| Operating Loss | | | | | | [removed: (10)] [added: (9)] | | | | | | (10) | | | | | | [removed: (7)] [added: (10)] | | |

| Equity earnings of subsidiaries | | | | | | [removed: 1,061] [added: 1,189] | | | | | | [removed: 929] [added: 1,061] | | | | | | [removed: 980] [added: 929] | | |

| Other income | | | | | | [removed: 45] [added: 69] | | | | | | [removed: 31] [added: 45] | | | | | | [removed: 5] [added: 31] | | |

| Other expense | | | | | | [removed: —] [added: (2)] | | | | | | — | | | | | | [removed: (1)] [added: —] | | |

| Total other income | | | | | | [removed: 1,105] [added: 1,255] | | | | | | [removed: 959] [added: 1,105] | | | | | | [removed: 983] [added: 959] | | |

| Interest on long-term debt | | | | | | [removed: 205] [added: 266] | | | | | | [removed: 201] [added: 205] | | | | | | [removed: 181] [added: 201] | | |

| Intercompany interest expense and other | | | | | | 10 | | | | | | 10 | | | | | | [removed: 8] [added: 10] | | |

| Total interest charges | | | | | | [removed: 215] [added: 276] | | | | | | [removed: 211] [added: 215] | | | | | | [removed: 189] [added: 211] | | |

| Income Before Income Taxes | | | | | | [removed: 880] [added: 970] | | | | | | [removed: 738] [added: 880] | | | | | | [removed: 787] [added: 738] | | |

| Income Tax Benefit | | | | | | [removed: (19)] [added: (39)] | | | | | | [removed: (20)] [added: (19)] | | | | | | [removed: (50)] [added: (20)] | | |

| Net Income Attributable to CMS Energy | | | | | | [removed: 899] [added: 1,009] | | | | | | [removed: 758] [added: 899] | | | | | | [removed: 837] [added: 758] | | |

| Net Income Available to Common Stockholders | | | | | | $ | [removed: 889] [added: 999] | | | | | $ | [removed: 748] [added: 889] | | | | | $ | [removed: 827] [added: 748] | |

| Net cash provided by operating activities | | | | | | $ | [removed: 774] [added: 817] | | | | | $ | [removed: 595] [added: 774] | | | | | $ | [removed: 565] [added: 595] | |

| Capital expenditures | | | | | | (1) | | | | | | [removed: —] [added: (1)] | | | | | | — | | |

| Investment in subsidiaries | | | | | | [removed: (535)] [added: (1,062)] | | | | | | [removed: (630)] [added: (535)] | | | | | | [removed: (796)] [added: (630)] | | |

| Investment in debt securities – intercompany | | | | | | [removed: (288)] [added: (109)] | | | | | | [removed: (293)] [added: (288)] | | | | | | [removed: —] [added: (293)] | | |

| Decrease (increase) in notes receivable – intercompany | | | | | | [removed: 21] [added: (309)] | | | | | | [removed: 55] [added: 21] | | | | | | [removed: 286] [added: 55] | | |

| Net cash used in investing activities | | | | | | [removed: (803)] [added: (1,478)] | | | | | | [removed: (868)] [added: (803)] | | | | | | [removed: (510)] [added: (868)] | | |

| Proceeds from issuance of debt | | | | | | [removed: 490] [added: 2,110] | | | | | | [removed: 800] [added: 490] | | | | | | [removed: —] [added: 800] | | |

| Issuance of common stock | | | | | | [removed: 286] [added: 525] | | | | | | [removed: 192] [added: 286] | | | | | | [removed: 69] [added: 192] | | |

| Retirement of long-term debt | | | | | | [removed: (250)] [added: (850)] | | | | | | [removed: —] [added: (250)] | | | | | | — | | |

| Payment of dividends on common and preferred stock | | | | | | [removed: (626)] [added: (663)] | | | | | | [removed: (579)] [added: (626)] | | | | | | [removed: (544)] [added: (579)] | | |

| Debt issuance costs and financing fees | | | | | | [removed: (10)] [added: (39)] | | | | | | [removed: (20)] [added: (10)] | | | | | | [removed: (11)] [added: (20)] | | |

| Change in notes payable – intercompany | | | | | | [removed: (6)] [added: 3] | | | | | | [removed: (7)] [added: (6)] | | | | | | [removed: 77] [added: (7)] | | |

| Proceeds from DB SERP investments | | | | | | 3 | | | | | | — | | | | | | — | | |

| December 31 | | | 2025 | | | | | | 2024 | | | | | |

| Property, plant, and equipment | | | | | | 1 | | | | | | 1 | | |

| December 31 | | | 2025 | | | | | | 2024 | | | | | |

| 2025 | | | | | | $ | 23 | | | | | $ | 40 | | | | | $ | — | | | | | $ | 36 | | | | | $ | 27 | |

| 2025 | | | | | | $ | 1 | | | | | $ | 1 | | | | | $ | — | | | | | $ | — | | | | | $ | 2 | |

Years Ended December 31, 2025, 2024, and 2023

| 2025 | | | | | | $ | 23 | | | | | $ | 40 | | | | | $ | — | | | | | $ | 36 | | | | | $ | 27 | |

| 2024 | | | | | | 21 | | | | | | 33 | | | | | | — | | | | | | 31 | | | | | | 23 | | |

| 4.1.jj | | | 1-5611 | | | 4.1 | | | — | | | [154th dated as of 11/21/25 (Form 8-K filed November 21, 2025)](https://www.sec.gov/Archives/edgar/data/201533/000110465925114875/tm2531890d1_ex4-1.htm) | | |

| 4.1.kk | | | | | | | | | — | | | [155th dated as of 11/28/2025](https://www.sec.gov/Archives/edgar/data/811156/000081115626000004/cms10k20251231_ex41kk.htm) | | |

| 4.71 | | | 1-9513 | | | 4.1 | | | — | | | [Indenture dated as of November 6, 2025 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed November 6, 2025)](https://www.sec.gov/Archives/edgar/data/811156/000110465925107549/tm2530408d1_ex4-1.htm) | | |

| 10.16.f | | | 1-5611 | | | 10.3 | | | — | | | [Third Amendment to the Amended and Restated $250 Million Secured Revolving Credit Agreement (Form 8-K filed November 21, 202](https://www.sec.gov/Archives/edgar/data/201533/000110465925114875/tm2531890d1_ex10-3.htm)[5](https://www.sec.gov/Archives/edgar/data/201533/000110465925114875/tm2531890d1_ex10-3.htm)[)](https://www.sec.gov/Archives/edgar/data/201533/000110465925114875/tm2531890d1_ex10-3.htm) | | |

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| Taxes receivable | | | | | | — | | | | | | 11 | | |

| Construction work in progress | | | | | | 1 | | | | | | — | | |

| 2022 | | | | | | 20 | | | | | | 50 | | | | | | — | | | | | | 43 | | | | | | 27 | | |

| 2022 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | |

| 10.20 | | | 1-5611 | | | 10.1 | | | — | | | [$1 billion unsecured Term Loan Credit Agreement dated as of July 22, 2022 among Consumers, the Banks defined therein, and U.S. Bank National Association, as Agent (Form 10-Q for the quarterly period ended June 30, 2022)](https://www.sec.gov/Archives/edgar/data/201533/000081115622000113/cms10q20220630_ex10-1.htm) | | |

| Date: | | | February [removed: 11, 2025] [added: 10, 2026] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMS Energy Corporation and in the capacities indicated and on February [removed: 11, 2025.][added: 10, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on February [removed: 11, 2025.][added: 10, 2026.]

| Date: | | | February 10, 2026 | | | | | | | | |

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| /s/ Kurt L. Darrow | | | | | | | | |

| Kurt L. Darrow, Director | | | | | | | | |