CMS: Other company developments

Item 8.01. Other Events. On November 3, 2026, CMS Energy Corporation ("CMS Energy") issued and sold $1,000,000,000 aggregate principal amount of its 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Notes”), pursuant to a Registration Statement on Form S-3 that CMS Energy filed with the Securities and Exchange Commission utilizing a “shelf” registration process (No. 333-293382) (the "Registration Statement"), a Preliminary Prospectus Supplement dated October 29, 2026 to the Prospectus dated February 11, 2026, an Issuer Free Writing Prospectus that included the final terms of the transaction, a Final Prospectus Supplement dated October 29, 2026 to the Prospectus dated February 11, 2026 and an underwriting agreement among CMS Energy and the underwriters named in that agreement with respect to the Notes. CMS Energy intends to use the net proceeds to repay at or prior to maturity the $275 million 2.95% Senior Notes due February 2027 and the $350 million 3.45% Senior Notes due August 2027 and for general corporate purposes. This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement dated October 29, 2026 among CMS Energy and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. 4.1 Twelfth Supplemental Indenture dated as of November 3, 2026 between CMS Energy and The Bank of New York Mellon, as Trustee. 4.2 Form of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (included in Exhibit 4.1