CMS Energy Corporation filed a Free Writing Prospectus (Final Term Sheet) on October 29, 2026, disclosing the terms of a $1,000,000,000 offering of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due July 1, 2057.

Key Highlights

  • Aggregate principal: $1,000,000,000 in Junior Subordinated Notes due July 1, 2057, offered at a public offering price of 100%.
  • Initial coupon: 6.800% per annum from the date of original issuance to, but not including, the First Reset Date of July 1, 2032.
  • Reset mechanism: After the First Reset Date, the rate resets every five years to the Five-Year Treasury Rate plus 1.991%, with a floor of 6.800%.
  • Expected ratings: Baa3 (Stable) by Moody's, BBB- (Stable) by S&P, and BB+ (Stable) by Fitch, according to the filing.
  • Settlement date: November 3, 2026 (T+3), with the first interest payment date of July 1, 2027.
  • Call provisions: Par call available in the 90-day window before and on the First Reset Date, and on any interest payment date thereafter; Rating Agency Call at 102% plus accrued interest at any time.
  • CUSIP / ISIN: 125896 CB4 / US125896CB49.

CMS Energy's $1 Billion Fixed-to-Fixed Reset Note Offering: Key Terms

According to the Final Term Sheet filed on October 29, 2026, under Registration Statement No. 333-293382, CMS Energy Corporation priced $1,000,000,000 aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The notes were offered at 100% of par value and are set to settle on November 3, 2026. Interest payments are scheduled for January 1 and July 1 of each year, subject to deferral, with the first payment due July 1, 2027.

The filing discloses a two-phase interest rate structure. From issuance through June 30, 2032, the notes bear interest at a fixed rate of 6.800% per annum. Beginning on the First Reset Date of July 1, 2032, and on each subsequent five-year Reset Date, the interest rate resets to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus a spread of 1.991%. The filing specifies that "the interest rate borne by the Notes will not reset below 6.800%," establishing that figure as a permanent floor.

The filing identifies several call provisions. A par call at 100% plus accrued interest is available during the 90-day period before the First Reset Date and on any interest payment date after that date. A Tax Event Call allows redemption at any time in whole at 100% plus accrued interest. A Rating Agency Call permits redemption at any time in whole at 102% plus accrued interest. A Tax Credit Event Call at 101% plus accrued interest is also available, subject to notice being issued by the later of December 31, 2026 or six months from the issuance date. The offering is led by eight joint book-running managers, including Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, with Loop Capital Markets LLC acting as co-manager.

What Was Disclosed

CMS Energy Corporation disclosed the final terms of a $1,000,000,000 Junior Subordinated Notes offering due 2057, including a 6.800% initial fixed rate, a five-year reset mechanism with a rate floor, multiple call provisions, expected credit ratings, and settlement on November 3, 2026.