Cms Energy Corp — Current Report (Form 8-K)

 

 

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) November 17, 2025

 

Commission		Registrant; State of Incorporation;		IRS Employer
File Number		Address; and Telephone Number		Identification No.
1-9513		CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-2726431
1-5611		CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-0442310

 

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

 

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

 

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

 

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

 

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

 

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

Title of each class		Trading Symbol(s)		Name of each exchange  on which registered
CMS Energy Corporation Common Stock, $0.01 par value		CMS		New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078		CMSA		New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078		CMSC		New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079		CMSD		New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C		CMS PRC		New York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series		CMS-PB		New York Stock Exchange

 

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

 

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

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

Item 8.01. Other Events.

 

On November 21, 2025, CMS Energy Corporation (“CMS Energy”) amended and restated its Revolving Credit Facility (the “CMS Facility”) with a consortium of banks led by Barclays Bank PLC (“Barclays”), as Agent, JPMorgan Chase Bank, N.A. (“JPMorgan”) and MUFG Bank, LTD. (“MUFG”), as Co-Syndication Agents, Mizuho Bank, Ltd. (“Mizuho”), Bank of America, N.A. (“Bank of America”), and Wells Fargo Bank, National Association (“Wells Fargo”) as Co-Documentation Agents. The CMS Facility was increased from $550 million to $750 million and remains unsecured.

 

On November 21, 2025, Consumers Energy Company (“Consumers”) amended and restated its $1.1 billion secured Revolving Credit Facility (the “Consumers Facility”) with a consortium of banks led by JPMorgan, as Agent, Barclays and MUFG, as Co-Syndication Agents, Mizuho, Bank of America, and Wells Fargo as Co-Documentation Agents. Obligations under the Consumers Facility in the amount of $500 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 114^th Supplemental Indenture dated as of March 31, 2011, obligations in the amount of $150 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 123^rd Supplemental Indenture dated as of December 20, 2013, obligations in the amount of $200 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 132^nd Supplemental Indenture dated as of June 5, 2018, and obligations in the amount of $250 million will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 146^th Supplemental Indenture dated as of December 14, 2022 all between Consumers and The Bank of New York Mellon, Trustee.

 

Both the CMS Facility and the Consumers Facility have five-year terms, which currently expire on November 21, 2030, each with two, one-year extension options. Both the CMS Facility and the Consumers Facility replace revolving credit facilities that have substantially similar terms and were set to expire in 2027, including the forward-looking term rate based on the secured overnight financing rate (the “SOFR Rate”) as the interest rate benchmark. Each of CMS Energy and Consumers may continue, at its option, to borrow revolving loans under the Agreement that incur interest based on the Alternate Base Rate, as defined in each of the CMS Facility and Consumers Facility. Any drawings under the CMS Facility will be used for general corporate purposes and working capital. Any drawings under the Consumers Facility will be used for general corporate purposes and working capital.

 

On November 21, 2025, Consumers entered a $300 million secured Revolving Credit Facility (the $300 Million Facility) with a consortium of banks led by MUFG, as Agent, Barclays and JPMorgan, as Co-Syndication Agents, Mizuho, Bank of America, and Wells Fargo as Co-Documentation Agents. Obligations under the $300 Million Facility will be secured by first mortgage bonds of Consumers issued pursuant to the 154^th Supplemental Indenture dated as of November 21, 2025 between Consumers and The Bank of New York Mellon, Trustee.

 

The $300 Million Facility has a three-year term which currently expires on November 21, 2028, with two, one-year extension options. The $300 Million Facility has substantially similar terms as the Consumers Facility including the forward-looking term rate based on the SOFR Rate as the interest rate benchmark. Consumers may borrow revolving loans under the $300 Million Facility that incur interest based on the Alternate Base Rate, as defined in the $300 Million Facility. Any drawings under the $300 Million Facility will be used for general corporate purposes and working capital.

 

 

Barclays, JPMorgan, MUFG, Mizuho, Bank of America, Wells Fargo, and other members of the lending consortium have provided banking and underwriting services to CMS Energy and Consumers in the ordinary course of business.

 

The foregoing descriptions of the CMS Facility and the Consumers Facility do not purport to be complete and are qualified in their entirety by the provisions of the CMS Facility and the Consumers Facility, respectively, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.

 

On November 17, 2025, Consumers and The Bank of Nova Scotia entered the Third Amendment (the “Third Amendment”) to the Amended and Restated Revolving Credit Agreement dated November 19, 2018, as amended by that certain First Amendment dated November 23, 2022 and that certain Second Amendment dated November 28, 2023 (the “Agreement”) between Consumers and The Bank of Nova Scotia.  The Credit Agreement was previously filed as Exhibit 10.1 to the Form 8-K filed November 20, 2018, the First Amendment was previously filed as Exhibit 10.1 to the Form 8-K filed November 29, 2022, and the Second Amendment was previously filed as Exhibit 10.1 to the Form 8-K filed November 29, 2023, and each is incorporated herein by reference. Subject to the terms of the Third Amendment, effective as of November 17, 2025, the termination date will extend to November 28, 2025.  Obligations under the Agreement will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 126^th Supplemental Indenture dated as of November 23, 2015 to the Indenture dated as of September 1, 1945, between Consumers and The Bank of New York Mellon, Trustee.

 

The Bank of Nova Scotia has provided banking and underwriting services to Consumers in the ordinary course of business.

 

Item 9.01 Financial Statements and Exhibits.  

 

(d) Exhibits.

 

	Exhibit Index
4.1		154th Supplemental Indenture dated as of November 21, 2025 between Consumers and The Bank of New York Mellon, as Trustee.
10.1		$750 million Sixth Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among CMS Energy, the Banks as defined therein, and Barclays, as Agent.
10.2		$1.1 billion Seventh Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among Consumers, the Banks as defined therein, and JPMorgan, as Agent.
10.3		Third Amendment to the Amended and Restated $250 Million Secured Revolving Credit Agreement
104		Cover Page Interactive Date File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

	CMS ENERGY CORPORATION
Dated: November 21, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
	CONSUMERS ENERGY COMPANY
Dated: November 21, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer