CMS Energy Completes $1.0B Offering of Junior Subordinated Notes due 2057

Executive Summary

On November 3, 2026, CMS Energy Corporation filed a Current Report on Form 8-K reporting the completion of an underwritten public offering of $1,000,000,000 aggregate principal amount of its 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057.

Key Terms of the Offering

• Issuer: CMS Energy Corporation
• Security: 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057
• Aggregate Principal Amount: $1,000,000,000
• Issue / Closing Date: November 3, 2026
• Underwriting Agreement Date: October 29, 2026
• Underwriters / Representatives: 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
• Indenture: Twelfth Supplemental Indenture dated November 3, 2026, supplementing the Indenture dated June 1, 1997 with The Bank of New York Mellon, as Trustee

Use of Proceeds

CMS Energy plans to allocate the net proceeds to:

1. Repay at or prior to maturity its $275 million aggregate principal amount of 2.95% Senior Notes due February 2027.
2. Repay at or prior to maturity its $350 million aggregate principal amount of 3.45% Senior Notes due August 2027.
3. Fund general corporate purposes.

Capital Structure & Financial Impact

By issuing long-dated (31-year maturity) junior subordinated notes, CMS Energy extends its debt maturity profile and pre-funds upcoming debt obligations maturing in 2027. Junior subordinated debt structures frequently receive partial equity credit treatment from major credit rating agencies, supporting parent-level credit metrics while managing capital requirements.