CMS Energy Corporation filed a Form 8-K on November 3, 2026, disclosing the issuance and sale of $1,000,000,000 aggregate principal amount of its 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057.

Key Highlights

  • Offering size: $1,000,000,000 aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 were issued and sold on November 3, 2026.
  • Proceeds use: CMS Energy stated it intends to use net proceeds to repay the $275 million 2.95% Senior Notes due February 2027 and the $350 million 3.45% Senior Notes due August 2027, as well as for general corporate purposes.
  • Shelf registration: The offering was made pursuant to Registration Statement on Form S-3 (No. 333-293382), with a Final Prospectus Supplement dated October 29, 2026.
  • Underwriting agreement: The underwriting agreement, dated October 29, 2026, names 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.
  • Trustee: The Twelfth Supplemental Indenture, dated November 3, 2026, was entered into between CMS Energy and The Bank of New York Mellon, as Trustee.
  • Signed by: Srikanth Maddipati, Executive Vice President and Chief Financial Officer, signed the filing on behalf of CMS Energy Corporation.

CMS Energy's $1 Billion Note Issuance and Planned Debt Repayment

According to the filing, CMS Energy Corporation (NYSE:CMS) issued and sold $1,000,000,000 aggregate principal amount of its 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 on November 3, 2026. The transaction was conducted under a shelf registration process, with a Preliminary Prospectus Supplement dated October 29, 2026 and a Final Prospectus Supplement of the same date, both filed against a Prospectus dated February 11, 2026.

The company disclosed that it intends to use the net proceeds from the offering 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, with any remaining proceeds directed toward general corporate purposes. The filing does not specify the exact net proceeds amount after underwriting discounts and other costs.

The 8-K was filed primarily to attach certain transaction documents as exhibits to the Registration Statement. These include the underwriting agreement, the Twelfth Supplemental Indenture between CMS Energy and The Bank of New York Mellon as Trustee, the form of the Notes, a legal opinion from Melissa M. Gleespen, Esq. (Vice President, Corporate Secretary and Chief Compliance Officer), and a tax opinion and consent from Sidley Austin LLP.

What Was Disclosed

CMS Energy filed an 8-K on November 3, 2026, reporting the issuance of $1 billion in 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 and stating its intent to use proceeds to retire two series of senior notes maturing in 2027.