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) May 17, 2023

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 May 17, 2023, CMS Energy Corporation (“CMS Energy”) issued press releases announcing the (A) early results of its previously announced cash tender offer (the “Tender Offer”) and (B) pricing of the Tender Offer.

The Tender Offer consists of up to $150,000,000 combined aggregate purchase price (the “Aggregate Maximum Purchase Price”) of outstanding debt securities issued by CMS Energy and Consumers Energy Company (“Consumers”), consisting of (1) Consumers’ 2.500% First Mortgage Bonds due 2060, of which $525,000,000 aggregate principal amount is outstanding, (2) Consumers’ 2.650% First Mortgage Bonds due 2052, of which $300,000,000 aggregate principal amount is outstanding, (3) Consumers’ 3.100% First Mortgage Bonds due 2050, of which $550,000,000 aggregate principal amount is outstanding, (4) Consumers’ 3.250% First Mortgage Bonds due 2046, of which $450,000,000 aggregate principal amount is outstanding, (5) CMS Energy’s 4.700% Senior Notes due 2043, of which $250,000,000 aggregate principal amount is outstanding, (6) Consumers’ 3.500% First Mortgage Bonds due 2051, of which $575,000,000 aggregate principal amount is outstanding, and (7) Consumers’ 3.750% First Mortgage Bonds due 2050, of which $300,000,000 aggregate principal amount is outstanding (the “Notes”) that were validly tendered and will be accepted for purchase in connection with the Tender Offer.

Because CMS Energy expects to accept for purchase the Aggregate Maximum Purchase Price of the Notes, no additional Notes are expected to be purchased pursuant to the Tender Offer after May 18, 2023, the early settlement date for such Notes that were validly tendered. A copy of each press release is attached as an exhibit 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 releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are for informational purposes only and do not constitute an offer to purchase any of the Notes.

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.