CMS Energy 8-K 2025-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 4, 2025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company: ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On June 4, 2025, CMS Energy Corporation (“CMS Energy”) issued a press release announcing the commencement of offers to purchase for cash up to $125,000,000 aggregate principal amount of the following series of debt securities issued by Consumers Energy Company (“Consumers”) outstanding in the principal amounts specified: (1) $525,000,000 aggregate principal amount of Consumers’ 2.50% First Mortgage Bonds due 2060, (2) $300,000,000 aggregate principal amount of Consumers’ 2.65% First Mortgage Bonds due 2052, (3) $550,000,000 aggregate principal amount of Consumers’ 3.10% First Mortgage Bonds due 2050, (4) $450,000,000 aggregate principal amount of Consumers’ 3.25% First Mortgage Bonds due 2046, and (5) $575,000,000 aggregate principal amount of Consumers’ 3.50% First Mortgage Bonds due 2051 (collectively, the “Securities”). A copy of the press release is attached as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

The information included in Item 8.01 of this report and the press release attached hereto as Exhibit 99.1 is for informational purposes only and do not constitute an offer to purchase any of the Securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.