CMS.PRB / Consumers Energy Company - Preferred Stock - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN

Exhibit 10.1 ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual NorthStar Clean Energy Employee Incentive Compensation Plan (“Plan”) is to provide an equitable and competitive level of compensation that will permit NorthStar Clean Energy and its subsidiari

CMS Energy Announces Strong Second Quarter Results, Reaffirms 2025 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong Second Quarter Results, Reaffirms 2025 Adjusted EPS Guidance JACKSON, Mich., July 31, 2025 – CMS Energy announced today reported earnings per share of $0.66 for the second quarter of 2025, compared to $0.65 per share for 2024. The company’s adjusted earnings per share for the second quarter were $0.71, compared to $0.66 per share for the same quarter in 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. Registrant; State

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) July 31, 2025

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) July 31, 2025 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpora

LEADING THE CLEAN ENERGY TRANSFORMATION 2025 Second Quarter Results & Outlook July 31, 2025

Exhibit 99.2 LEADING THE CLEAN ENERGY TRANSFORMATION 2025 Second Quarter Results & Outlook July 31, 2025 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal dec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) June 5, 2025 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporat

CMS Energy Announces New Organizational Structure to Support its Long-Term Company Strategy

Exhibit 99.1 CMS Energy Announces New Organizational Structure to Support its Long-Term Company Strategy JACKSON, Mich., May 15, 2025 – CMS Energy announced today a new corporate organizational structure to support the company’s operational transformation and long-term company strategy. The new structure, including new leadership roles and business units, will take effect on July 1, 2025. “CMS Ene

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 15, 2025 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporat

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 2, 2025

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 2, 2025 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporati

ONE HUNDRED FIFTY-THIRD SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $500,000,000 4.50% Series due 2031 $625,000,000 5.05% Series due 2035 Dated as of May 2, 2025 CONSUMERS ENERGY COMPANY THE BANK OF NEW YORK MELLON,

Exhibit 4.1 ONE HUNDRED FIFTY-THIRD SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $500,000,000 4.50% Series due 2031 $625,000,000 5.05% Series due 2035 Dated as of May 2, 2025 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 75 THIS ONE HUNDRED FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of May 2, 2025 (herein sometimes referred to as

$1,125,000,000 CONSUMERS ENERGY COMPANY $500,000,000 4.50% First Mortgage Bonds due 2031 $625,000,000 5.05% First Mortgage Bonds due 2035 Underwriting Agreement

Exhibit 1.1 $1,125,000,000 CONSUMERS ENERGY COMPANY $500,000,000 4.50% First Mortgage Bonds due 2031 $625,000,000 5.05% First Mortgage Bonds due 2035 Underwriting Agreement April 28, 2025 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell

Estimated Fees SEC Registration Fee $ 171,864 Services of Independent Registered Public Accounting Firms 75,000 Trustee Fees and Expenses 25,300 Legal Fees and Expenses 75,000 Rating Agency Fees 1,661,000 Printing and Delivery Expenses 15,000 Miscell

Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $500,000,000 principal amount of its 4.50% First Mortgage Bonds due 2031, and $625,000,000 principal amount of its 5.05% First Mortgage Bonds due 2035, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-270060-01) and a related prospectus supplement filed with the

Financial Statements and Exhibits, Other Events

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 2, 2025 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Corpora

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 4.

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 Consumers Energy Company $500,000,000 4.50% First Mortgage Bonds due 2031 $625,000,000 5.05% First Mortgage Bonds due 2035

Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-270060-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 $1,125,000,000 Consumers Energy Company $500,000,000 4.50% First Mortgage Bonds due 2031 $625,000,000 5.05% First Mortgage Bonds due 2035 We are offering $500,000,000 aggregate principal amount of our 4.50% First Mortgage Bonds due 2031, referred to as the 2031 Bonds, and $6

Final Term Sheet April 28, 2025

Filed under Rule 433 File No. 333-270060-01 Final Term Sheet April 28, 2025 Issuer: Consumers Energy Company Securities: 4.50% First Mortgage Bonds due 2031 (the “2031 Bonds”) 5.05% First Mortgage Bonds due 2035 (the “2035 Bonds”) Aggregate Principal Amount Offered: 2031 Bonds: $500,000,000 2035 Bonds: $625,000,000 Maturity Date: 2031 Bonds: January 15, 2031 2035 Bonds: May 15, 2035 Coupon: 2031 B

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-270060-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to

LEADING THE CLEAN ENERGY TRANSFORMATION 2025 First Quarter Results & Outlook April 24 , 2025

Exhibit 99.2 LEADING THE CLEAN ENERGY TRANSFORMATION 2025 First Quarter Results & Outlook April 24 , 2025 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal de

CMS Energy Announces First Quarter Results for 2025, Reaffirms 2025 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces First Quarter Results for 2025, Reaffirms 2025 Adjusted EPS Guidance JACKSON, Mich., April 24, 2025 – CMS Energy announced today reported earnings per share of $1.01 for the first quarter of 2025, compared to $0.96 per share for 2024. The company’s adjusted earnings per share for the first quarter were $1.02, compared to $0.97 per share for 2024. CMS Energy reaffi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 24, 2025 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. Registrant; Stat

ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN

Exhibit 10.1 ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN 1 ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual NorthStar Clean Energy Employee Incentive Compensation Plan (“Plan”) is to provide an equitable and competitive level of compensation that will permit NorthStar Clean Energy and its subsidia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐     Check the appropriate box:      ☐     Preliminary Proxy Statement      ☐     Confidential, for Use of the Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐     Check the appropriate box:      ☐     Preliminary Proxy Statement      ☐     Confidential, for Use of the Commission Only (as pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. Registrant; State of

For the purpose of this filing, information is organized under the headings of CMS Energy Corporation (Tier 1), CMS Capital, L.L.C. (Tier 2), NorthStar Clean Energy Company, formerly known as CMS Enterprises Company (Tier 2), CMS Treasury Services, L

Exhibit 21.1 For the purpose of this filing, information is organized under the headings of CMS Energy Corporation (Tier 1), CMS Capital, L.L.C. (Tier 2), NorthStar Clean Energy Company, formerly known as CMS Enterprises Company (Tier 2), CMS Treasury Services, LLC (Tier 2), and Consumers Energy Company (Tier 2). As set forth in detail below, CMS Energy Corporation is the parent company of CMS Cap

POLICY PROHIBITING ILLEGAL INSIDER TRADING

Exhibit 19.1 POLICY PROHIBITING ILLEGAL INSIDER TRADING Federal and State securities laws make it illegal for anyone to trade a company’s securities while in possession of material, nonpublic information related to that company. This is referred to as “illegal insider trading” and may result in criminal or civil penalties. CMS Energy Corporation and its subsidiaries (“Company”) has adopted this Po

2024 Year - End Results & Outlook February 6, 2025

Exhibit 99.2 2024 Year - End Results & Outlook February 6, 2025 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 6, 2025 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

CMS Energy Announces Strong 2024 Financial Results for the 22nd Consecutive Year, Raises 2025 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong 2024 Financial Results for the 22nd Consecutive Year, Raises 2025 Adjusted EPS Guidance JACKSON, Mich., Feb. 6, 2025 – CMS Energy announced today reported earnings per share of $3.33 for 2024, compared to $3.01 per share for 2023. The company’s adjusted earnings per share for 2024 were $3.34, compared to $3.11 per share for 2023. CMS Energy increased its an

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) October 31, 2024

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) October 31, 2024 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

Third Quarter 2024 Results & Outlook October 31, 2024

Exhibit 99.2 Third Quarter 2024 Results & Outlook October 31, 2024 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statemen

CMS Energy Announces Third Quarter Results, Introduces 2025 Guidance

Exhibit 99.1 CMS Energy Announces Third Quarter Results, Introduces 2025 Guidance JACKSON, Mich., Oct. 31, 2024 – CMS Energy announced today reported earnings per share of $0.84 for the third quarter of 2024, compared to $0.60 per share for the same quarter in 2023. The company’s adjusted earnings per share for the third quarter were $0.84, compared to $0.61 per share for the same quarter in 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. Registrant;

Financial Statements and Exhibits, Other Events

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) August 5, 2024 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Corp

ONE HUNDRED FIFTY-SECOND SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $700,000,000 4.70% Series due 2030 Dated as of August 5, 2024 CONSUMERS ENERGY COMPANY THE BANK OF NEW YORK MELLON, Counterpart _____ of 75

Exhibit 4.1 ONE HUNDRED FIFTY-SECOND SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $700,000,000 4.70% Series due 2030 Dated as of August 5, 2024 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 75 THIS ONE HUNDRED FIFTY-SECOND SUPPLEMENTAL INDENTURE, dated as of August 5, 2024 (herein sometimes referred to as “this Supplemental Indentu

CONSUMERS ENERGY COMPANY 4.70% First Mortgage Bonds due 2030 Underwriting Agreement

Exhibit 1.1 $700,000,000 CONSUMERS ENERGY COMPANY 4.70% First Mortgage Bonds due 2030 Underwriting Agreement July 29, 2024 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) an

Estimated Fees SEC Registration Fee $ 103,088 Services of Independent Registered Public Accounting Firms 75,000 Trustee Fees and Expenses 15,000 Legal Fees and Expenses 25,000 Rating Agency Fees 1,100,000 Printing and Delivery Expenses 10,000 Miscell

Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $700,000,000 aggregate principal amount of its 4.70% First Mortgage Bonds due 2030, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-270060-01) and a related prospectus supplement filed with the Securities and Exchange Commission and dated July 29, 2024, are est

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 Consumers Energy Company 4.70% First Mortgage Bonds due 2030

Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-270060-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 $700,000,000 Consumers Energy Company 4.70% First Mortgage Bonds due 2030 We are offering $700,000,000 aggregate principal amount of our 4.70% First Mortgage Bonds due 2030, referred to as the Bonds. The Bonds will bear interest at the rate of 4.70% per year. Interest on the

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 4.

Final Term Sheet July 29, 2024

Filed under Rule 433 File No. 333-270060-01 Final Term Sheet July 29, 2024 Issuer: Consumers Energy Company Securities: 4.70% First Mortgage Bonds due 2030 Aggregate Principal Amount Offered: $700,000,000 Maturity Date: January 15, 2030 Coupon: 4.70% Yield to Maturity: 4.748% Spread to Benchmark Treasury: +68 basis points Benchmark Treasury Security: 4.000% due July 31, 2029 Benchmark Treasury Pri

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-270060-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to

STATE OF MICHIGAN MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES — CORPORATION DIVISION LANSING, MICHIGAN RESTATED ARTICLES OF INCORPORATION (Profit Corporation) Corporation Identification Number 485-283

Exhibit 3.1 FILED AND EFFECTIVE JUNE 1, 2004 STATE OF MICHIGAN MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES — CORPORATION DIVISION LANSING, MICHIGAN RESTATED ARTICLES OF INCORPORATION (Profit Corporation) Corporation Identification Number 485-283 These Restated Articles of Incorporation of CMS Energy Corporation (the “Corporation”) are executed pursuant to the provi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. Registrant; State

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) July 25, 2024

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) July 25, 2024 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpora

CMS Energy Announces Second Quarter Results, Reaffirms 2024 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Second Quarter Results, Reaffirms 2024 Adjusted EPS Guidance JACKSON, Mich., July 25, 2024 – CMS Energy announced today reported earnings per share of $0.65 for the second quarter of 2024, compared to $0.67 per share for 2023. The company’s adjusted earnings per share for the second quarter were $0.66, compared to $0.75 per share for the same quarter in 2023. For

Second Quarter 2024 Results & Outlook July 25, 2024

Exhibit 99.2 Second Quarter 2024 Results & Outlook July 25, 2024 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements

CMS Energy Corporation Amendment to Restated Articles of Incorporation ARTICLE XI

Exhibit 3.1 CMS Energy Corporation Amendment to Restated Articles of Incorporation ARTICLE XI The Corporation reserves the right to amend, alter, change or repeal any provision in these Articles of Incorporation as permitted by law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions of Articles V, VI, VII, VIII, IX

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 3, 2024 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. Registrant; Stat

First Quarter 2024 Results & Outlook April 25, 2024

Exhibit 99.2 First Quarter 2024 Results & Outlook April 25, 2024 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) April 25, 2024 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpor

CMS Energy Announces First Quarter Results for 2024, Reaffirms 2024 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces First Quarter Results for 2024, Reaffirms 2024 Adjusted EPS Guidance JACKSON, Mich., April 25, 2024 – CMS Energy announced today reported earnings per share of $0.96 for the first quarter of 2024, compared to $0.69 per share for 2023. The company’s adjusted earnings per share for the first quarter were $0.97, compared to $0.70 per share for 2023 primarily due to h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registra

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

CMS Energy/Consumers Clawback Policy (Form 10-K for the fiscal year ended December 31, 2023)

Exhibit 97.1 CMS ENERGY CORPORATION/ CONSUMERS ENERGY COMPANY (the “COMPANY”) CLAWBACK POLICY Introduction The Company is committed to maintain a culture that reinforces the Company’s pay-for-performance compensation philosophy that is in compliance with applicable federal securities laws, rules, and regulations, including those of the Securities and Exchange Commission (”SEC”) and the New York St

CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2022 (Form 10-K for the fiscal year ended December 31, 2023)

FINAL Exhibit 10.2 CMS ENERGY DEFERRED SALARY SAVINGS PLAN Amended and Restated Effective January 1, 2022 1 FINAL DEFERRED SALARY SAVINGS PLAN The objective of the Deferred Salary Savings Plan (the "Plan") is to attract and motivate a select group of management and highly compensated employees. The Plan is designed to provide additional retirement income through employee deferrals and employer mat

Annual Employee Incentive Compensation Plan for Consumers amended December 11, 2023, effective July 1, 2023 (Form 10-K for the fiscal year ended December 31, 2023)

Exhibit 10.12 ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY Amended 12/11/2023 Effective 7/1/2023 Supersedes previous amendment adopted October 15, 2023 and effective 7/1/2023 ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual Employee Incentive Compensation Plan (“EICP” or “Plan”) is to p

Defined Contribution Supplemental Executive Retirement Plan, amended December

Exhibit 10.5 DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN DC SERP for Consumers Energy Company Amended 12/21/2023 Effective 1/1/2024 DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The objective of the Defined Contribution Supplemental Executive Retirement Plan (the "Plan") is to attract and motivate top level executives, including those recruited in mid to late- career

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State

For the purpose of this filing, information is organized under the headings of CMS Energy Corporation (Tier 1), CMS Capital, L.L.C. (Tier 2), NorthStar Clean Energy Company, formerly known as CMS Enterprises Company (Tier 2), CMS Treasury Services, L

Exhibit 21.1 For the purpose of this filing, information is organized under the headings of CMS Energy Corporation (Tier 1), CMS Capital, L.L.C. (Tier 2), NorthStar Clean Energy Company, formerly known as CMS Enterprises Company (Tier 2), CMS Treasury Services, LLC (Tier 2), and Consumers Energy Company (Tier 2). As set forth in detail below, CMS Energy Corporation is the parent company of CMS Cap

Annual Employee Incentive Compensation Plan for Consumers amended and restated effective January

Exhibit 10.22 ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY (amended and restated effective January 1, 2024) ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual Employee Incentive Compensation Plan (“EICP” or “Plan”) is to provide an equitable and competitive level of compensation that will

2023 Year - End Earnings Call February 1, 2024

Exhibit 99.2 2023 Year - End Earnings Call February 1, 2024 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements are

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 1, 2024 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

CMS Energy Announces Strong 2023 Results for the 21st Consecutive Year and Raises 2024 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong 2023 Results for the 21st Consecutive Year and Raises 2024 Adjusted EPS Guidance JACKSON, Mich., Feb. 1, 2024 – CMS Energy announced today reported earnings per share of $3.01 for 2023, compared to $2.85 per share for 2022. The company’s adjusted earnings per share for 2023 were $3.11, compared to $2.89 per share for 2022. CMS Energy also announced the incr

151st dated as of 1/9/24 (Form 8-K filed January 9, 2024)

Exhibit 4.1 ONE HUNDRED FIFTY-FIRST SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $600,000,000 4.60% Series due 2029 Dated as of January 9, 2024 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 75 THIS ONE HUNDRED FIFTY-FIRST SUPPLEMENTAL INDENTURE, dated as of January 9, 2024 (herein sometimes referred to as “this Supplemental Indentu

Financial Statements and Exhibits, Other Events

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) January 9, 2024 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Cor

Estimated Fees

Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $600,000,000 aggregate principal amount of its 4.60% First Mortgage Bonds due 2029, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-270060-01) and a related prospectus supplement filed with the Securities and Exchange Commission and dated January 2, 2024, are e

CONSUMERS ENERGY COMPANY 4.60% First Mortgage Bonds due 2029 Underwriting Agreement

Exhibit 1.1 $600,000,000 CONSUMERS ENERGY COMPANY 4.60% First Mortgage Bonds due 2029 Underwriting Agreement January 2, 2024 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof)

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 Consumers Energy Company 4.60% First Mortgage Bonds due 2029

Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-270060-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 $600,000,000 Consumers Energy Company 4.60% First Mortgage Bonds due 2029 We are offering $600,000,000 aggregate principal amount of our 4.60% First Mortgage Bonds due 2029, referred to as the Bonds. The Bonds will bear interest at the rate of 4.60% per year. Interest on the

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 4.

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-270060-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to

Final Term Sheet January 2, 2024

Filed under Rule 433 File No. 333-270060-01 Final Term Sheet January 2, 2024 Issuer: Consumers Energy Company Securities: 4.60% First Mortgage Bonds due 2029 Aggregate Principal Amount Offered: $600,000,000 Maturity Date: May 30, 2029 Coupon: 4.60% Yield to Maturity: 4.650% Spread to Benchmark Treasury: +73 basis points Benchmark Treasury Security: 3.750% due December 31, 2028 Benchmark Treasury P

SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, CONSUMERS ENERGY COMPANY, Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE

Exhibit 10.2 SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Seller Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 SECTION 1.01. Definitions and Rules of Construction

PRELIMINARY STATEMENT

Exhibit 4.2 This SERIES SUPPLEMENT, dated as of December 12, 2023 (this “Supplement”), is by and between Consumers 2023 Securitization Funding LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation (“Bank”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the

ADMINISTRATION AGREEMENT

Exhibit 10.3 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of December 12, 2023, is entered into by and between CONSUMERS ENERGY COMPANY, as administrator, and CONSUMERS 2023 SECURITIZATION FUNDING LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined in this Administration Agreement shall have the respective meanings given to such terms in

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CONSUMERS 2023 SECURITIZATION FUNDING LLC Dated and Effective as of December 12, 2023 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONSUMERS 2023 SECURITIZATION FUNDING LLC Dated and Effective as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I GENERAL PROVISIONS 1 SECTION 1.01 Definitions 1 SECTION 1.02 Sole Member; Registered Office and Agent 2 SECTION 1.03 Other Offices 3 SECTION 1.04 Name 3 SECTION 1.05 Purpose; Nature of Business Permitted; Powe

Financial Statements and Exhibits, Other Events

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: December 12, 2023 (Date of earliest event reported) Commission file Registrant, State of Incorporation or Organization, IRS Employer number Address of Principal Executive Offices and Telephone Number Identification Nu

INTERCREDITOR AGREEMENT

Exhibit 10.4 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT dated as of December 12, 2023 (this “Agreement”), is among THE BANK OF NEW YORK MELLON, a New York banking corporation, with an office at 240 Greenwich Street, Floor 7 East, New York, New York 10286 (as Trustee under the 2014 Indenture referred to below, the “2014 Bond Trustee”), CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware

INDENTURE by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, THE BANK OF NEW YORK MELLON, Indenture Trustee, Securities Intermediary and Account Bank Dated as of December 12, 2023 TABLE OF CONTENTS

Exhibit 4.1 INDENTURE by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and THE BANK OF NEW YORK MELLON, Indenture Trustee, Securities Intermediary and Account Bank Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions AND RULES OF CONSTRUCTION; Incorporation by Reference 2 SECTION 1.01. Definitions and Rules of Construction 2 SECTION 1.02. Incorporation by Refe

December 12, 2023

Exhibit 99.3 Founded in 1852 michigan by Sidney Davy Miller illinois new york ohio washington, d.c. Miller, Canfield, Paddock and Stone, p.l.c. california 150 West Jefferson, Suite 2500 canada Detroit, Michigan 48226 china TEL (313) 963-6420 mexico FAX (313) 496-7500 poland millercanfield.com qatar ukraine December 12, 2023 To Each Person Listed on the Attached Schedule I Re: Consumers 2023 Securi

SECURITIZATION PROPERTY SERVICING AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, CONSUMERS ENERGY COMPANY, Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE OF CONT

Exhibit 10.1 SECURITIZATION PROPERTY SERVICING AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Servicer Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 SECTION 1.01. Definitions and Rules of Construction 1 ART

Schedule A

Exhibit 99.2 Pillsbury Winthrop Shaw Pittman LLP Four Embarcadero Center, 22nd Floor | San Francisco, CA 94111-5998 | tel 415.983.1000 | fax 415.983.1200 MAILING ADDRESS: P. O. Box 2824 | San Francisco, CA 94126-2824 December 12, 2023 To Each of the Entities Listed on Schedule A Attached Hereto Re: Consumers 2023 Securitization Funding LLC - Federal Constitutional Issues Ladies and Gentlemen: We h

Securitization Property Servicing Agreement by and between Consumers 2023 Securitization Funding LLC, Issuer and Consumers Energy Company, Servicer, dated as of

Exhibit 10.1 SECURITIZATION PROPERTY SERVICING AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Servicer Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 SECTION 1.01. Definitions and Rules of Construction 1 ART

CONSUMERS 2023 SECURITIZATION FUNDING LLC CONSUMERS ENERGY COMPANY $646,000,000 SENIOR SECURED SECURITIZATION BONDS, SERIES 2023A UNDERWRITING AGREEMENT

Exhibit 1.1 CONSUMERS 2023 SECURITIZATION FUNDING LLC CONSUMERS ENERGY COMPANY $646,000,000 SENIOR SECURED SECURITIZATION BONDS, SERIES 2023A UNDERWRITING AGREEMENT December 5, 2023 To the Representative named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: 1. Introduction. Consumers 2023 Securitization Funding LLC, a Delaware limited liability company (t

INDENTURE by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, THE BANK OF NEW YORK MELLON, Indenture Trustee, Securities Intermediary and Account Bank Dated as of December 12, 2023 TABLE OF CONTENTS

Exhibit 4.1 INDENTURE by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and THE BANK OF NEW YORK MELLON, Indenture Trustee, Securities Intermediary and Account Bank Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions AND RULES OF CONSTRUCTION; Incorporation by Reference 2 SECTION 1.01. Definitions and Rules of Construction 2 SECTION 1.02. Incorporation by Refe

PRELIMINARY STATEMENT

Exhibit 4.2 This SERIES SUPPLEMENT, dated as of December 12, 2023 (this “Supplement”), is by and between Consumers 2023 Securitization Funding LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation (“Bank”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the

Consumers 2023 Securitization Funding LLC (the “Issuing Entity”) PRICING TERM SHEET $646,000,000 Senior Secured Securitization Bonds, Series 2023A (the “Bonds”) December 5, 2023

Free Writing Prospectus dated December 5, 2023 Filed pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus dated November 13, 2023 Registration Statement Nos.

$646,000,000 SENIOR SECURED SECURITIZATION BONDS, SERIES 2023A CONSUMERS ENERGY COMPANY Sponsor, Depositor and Initial Servicer Central Index Key Number: 201533 CONSUMERS 2023 SECURITIZATION FUNDING LLC Issuing Entity Central Index Key Number: 199177

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(1)  Registration Nos. 333-274648 and 333-274648-01 PROSPECTUS $646,000,000 SENIOR SECURED SECURITIZATION BONDS, SERIES 2023A CONSUMERS ENERGY COMPANY Sponsor, Depositor and Initial Servicer Central Index Key Number: 201533 CONSUMERS 2023 SECURITIZATION FUNDING LLC Issuing Entity Central Index Key Number: 1991774 Tranche Expected Weighted Average Lif

Financial Statements and Exhibits, Other Events

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: December 5, 2023 (Date of earliest event reported) Commission file Registrant, State of Incorporation or Organization, IRS Employer number Address of Principal Executive Offices and Telephone Number Identification Num

INTERCREDITOR AGREEMENT

Exhibit 10.4 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT dated as of December 12, 2023 (this “Agreement”), is among THE BANK OF NEW YORK MELLON, a New York banking corporation, with an office at 240 Greenwich Street, Floor 7 East, New York, New York 10286 (as Trustee under the 2014 Indenture referred to below, the “2014 Bond Trustee”), CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CONSUMERS 2023 SECURITIZATION FUNDING LLC Dated and Effective as of December 12, 2023 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONSUMERS 2023 SECURITIZATION FUNDING LLC Dated and Effective as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I GENERAL PROVISIONS 1 SECTION 1.01 Definitions 1 SECTION 1.02 Sole Member; Registered Office and Agent 2 SECTION 1.03 Other Offices 3 SECTION 1.04 Name 3 SECTION 1.05 Purpose; Nature of Business Permitted; Powe

ADMINISTRATION AGREEMENT

Exhibit 10.3 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of December 12, 2023, is entered into by and between CONSUMERS ENERGY COMPANY, as administrator, and CONSUMERS 2023 SECURITIZATION FUNDING LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined in this Administration Agreement shall have the respective meanings given to such terms in

SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, CONSUMERS ENERGY COMPANY, Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE

Exhibit 10.2 SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Seller Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 SECTION 1.01. Definitions and Rules of Construction

Amendment No. 2 to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2023)

Exhibit 10.1 SEcond AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Second Amendment to Amended and Restated Revolving Credit Agreement (“Amendment”) is made as of November 28, 2023(“Effective Date”) among CONSUMERS ENERGY COMPANY, a Michigan corporation (“Borrower”) THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent under Credit Agreement, as defined below (in such

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) November 28, 2023

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) November 28, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Cor

Consumers 2023 Securitization Funding LLC (the “Issuing Entity”) PRELIMINARY TERM SHEET $646,000,000 Senior Secured Securitization Bonds, Series 2023A (the “Bonds”) November 29, 2023

Free Writing Prospectus dated November 29, 2023 Filed pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus dated November 13, 2023 Registration Statement Nos.

November 15, 2023

November 15, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

CONSUMERS ENERGY COMPANY

CONSUMERS ENERGY COMPANY One Energy Plaza Jackson, Michigan 49201 CONSUMERS 2023 SECURITIZATION FUNDING LLC c/o Consumers Energy Company One Energy Plaza Jackson, Michigan 49201 November 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

As filed with the Securities and Exchange Commission on November 13, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2023 Registration Nos.

CONSUMERS 2023 SECURITIZATION FUNDING LLC CONSUMERS ENERGY COMPANY $[ ] SENIOR SECURED SECURITIZATION BONDS, SERIES 2023A UNDERWRITING AGREEMENT

Exhibit 1.1 CONSUMERS 2023 SECURITIZATION FUNDING LLC CONSUMERS ENERGY COMPANY $[ ] SENIOR SECURED SECURITIZATION BONDS, SERIES 2023A UNDERWRITING AGREEMENT [Pricing Date], 2023 To the Representative named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: 1. Introduction. Consumers 2023 Securitization Funding LLC, a Delaware limited liability company (the “

SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, CONSUMERS ENERGY COMPANY, Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of [__________], 2023 TABL

Exhibit 10.2 SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Seller Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of [], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 SECTION 1.01. Definitions and Rules of Construction 1 ARTICL

INDENTURE by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, THE BANK OF NEW YORK MELLON, Indenture Trustee, Securities Intermediary and Account Bank Dated as of [__], 2023 TABLE OF CONTENTS

Exhibit 4.1 INDENTURE by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and THE BANK OF NEW YORK MELLON, Indenture Trustee, Securities Intermediary and Account Bank Dated as of [], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions AND RULES OF CONSTRUCTION; Incorporation by Reference 2 SECTION 1.01. Definitions and Rules of Construction 2 SECTION 1.02. Incorporation by Reference of

[SUBJECT TO DILIGENCE, OPINION COMMITTEE REVIEW AND COMPLETION] [DATE], 2023

Exhibit 99.3 Michigan Constitutional Law Opinion Contracts/Takings [SUBJECT TO DILIGENCE, OPINION COMMITTEE REVIEW AND COMPLETION] [DATE], 2023 To Each Person Listed on the Attached Schedule I Re: Consumers 2023 Securitization Funding LLC Michigan Constitutional Issues Ladies and Gentlemen: We have acted as special Michigan counsel to Consumers Energy Company (“Consumers”), an operating electric u

Calculation of Filing Fee Table Form SF-1 (Form Type)

Exhibit 107.1 Calculation of Filing Fee Table Form SF-1 (Form Type) CONSUMERS ENERGY COMPANY CONSUMERS 2023 SECURITIZATION FUNDING LLC (Exact name of registrant, sponsor and depositor as specified in its charter) (Exact name of registrant and issuing entity as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amo

INTERCREDITOR AGREEMENT

Exhibit 10.4 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT dated as of [ ], 2023 (this “Agreement”), is among THE BANK OF NEW YORK MELLON, a New York banking corporation, with an office at 240 Greenwich Street, Floor 7 East, New York, New York 10286 (as Trustee under the 2014 Indenture referred to below, the “2014 Bond Trustee”), CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware limited

SECURITIZATION PROPERTY SERVICING AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, CONSUMERS ENERGY COMPANY, Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of [__________], 2023 TABLE OF CON

Exhibit 10.1 SECURITIZATION PROPERTY SERVICING AGREEMENT by and between CONSUMERS 2023 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Servicer Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of [], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 SECTION 1.01. Definitions and Rules of Construction 1 ARTICLE II A

Consent of Manager Nominee

Exhibit 99.7 Consent of Manager Nominee Consumers Energy Company and Consumers 2023 Securitization Funding LLC (the “Issuer”) are filing a Registration Statement on Form SF-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the public offering of securitization bonds. In connection the

Schedule A

Exhibit 99.2 Pillsbury Winthrop Shaw Pittman LLP Four Embarcadero Center, 22nd Floor | San Francisco, CA 94111-5998 | tel 415.983.1000 | fax 415.983.1200 MAILING ADDRESS: P. O. Box 2824 | San Francisco, CA 94126-2824 [], 2023 To Each of the Entities Listed on Schedule A Attached Hereto Re: Consumers 2023 Securitization Funding LLC - Federal Constitutional Issues Ladies and Gentlemen: We have acted

* * * * *

November 13, 2023 VIA EDGAR AND ELECTRONIC MAIL Mr. Arthur Sandel Mr. Jason Weidberg Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Consumers Energy Company Consumers 2023 Securitization Funding LLC Registration Statement on Form SF-1 Filed September 22, 2023 File Nos. 333-274648 and 333-274648-01 Dear Mr. Sandel and Mr

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CONSUMERS 2023 SECURITIZATION FUNDING LLC Dated and Effective as of __________ __, 2023 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONSUMERS 2023 SECURITIZATION FUNDING LLC Dated and Effective as of , 2023 TABLE OF CONTENTS Page ARTICLE I GENERAL PROVISIONS 1 SECTION 1.01 Definitions 1 SECTION 1.02 Sole Member; Registered Office and Agent 2 SECTION 1.03 Other Offices 3 SECTION 1.04 Name 3 SECTION 1.05 Purpose; Nature of Business Permitted; Powers 3 SECTIO

ADMINISTRATION AGREEMENT

Exhibit 10.3 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of [], 2023, is entered into by and between CONSUMERS ENERGY COMPANY, as administrator, and CONSUMERS 2023 SECURITIZATION FUNDING LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined in this Administration Agreement shall have the respective meanings given to such terms in Appendix

ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY

Exhibit 10.1 ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual Employee Incentive Compensation Plan (“EICP” or “Plan”) is to provide an equitable and competitive level of compensation that will permit Consumers Energy Company (“Company”) and i

Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of July 1, 2023 (Form 10-Q for the quarterly period ended September 30, 2023)

Exhibit 10.2 ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual NorthStar Clean Energy Employee Incentive Compensation Plan (“Plan”) is to provide an equitable and competitive level of compensation that will permit NorthStar Clean Energy and its subsidiari

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) October 26, 2023

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) October 26, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

Leading the CLEAN ENERGY TRANSFORMATION Third Quarter 2023 Results & Outlook October 26, 2023

Exhibit 99.2 Leading the CLEAN ENERGY TRANSFORMATION Third Quarter 2023 Results & Outlook October 26, 2023 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal d

CMS Energy Announces Third Quarter Results, Introduces 2024 Guidance

Exhibit 99.1 CMS Energy Announces Third Quarter Results, Introduces 2024 Guidance JACKSON, Mich., Oct. 26, 2023 – CMS Energy announced today reported earnings per share of $0.60 for the third quarter of 2023, compared to $0.56 per share for the same quarter in 2022. The company’s adjusted earnings per share for the third quarter of 2023 were $0.61, compared to $0.56 per share for the same quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registran

List of Subsidiaries*

Exhibit 21.1 Subsidiaries of Consumers Energy Company The following are subsidiaries of Consumers Energy Company as of the date hereof and the jurisdictions in which they are organized. Consumers Energy Company owns 100% of the voting securities of the subsidiaries included below. Name of Company Jurisdiction of Organization CMS Engineering Co. Michigan Consumers 2014 Securitization Funding LLC De

Consent of Shaun M. Johnson to be named as a Manager Nominee*

Exhibit 99.6 Consent of Manager Nominee Consumers Energy Company and Consumers 2023 Securitization Funding LLC (the “Issuer”) are filing a Registration Statement on Form SF-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the public offering of securitization bonds. In connection the

Consent of Manager Nominee

Exhibit 99.4 Consent of Manager Nominee Consumers Energy Company and Consumers 2023 Securitization Funding LLC (the “Issuer”) are filing a Registration Statement on Form SF-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the public offering of securitization bonds. In connection the

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon*

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

Powers of Attorney of Consumers Energy Company*

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 22, 2023 Registration Nos.

Certificate of Formation of Consumers 2023 Securitization Funding LLC*

Exhibit 3.1 CERTIFICATE OF FORMATION OF CONSUMERS 2023 SECURITIZATION FUNDING LLC This Certificate of Formation of Consumers 2023 Securitization Funding LLC (the "LLC"), dated as of August 16, 2023, is being duly executed and filed by Terry L. Christian, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.). FIRST

Financing Order*

Exhibit 99.1 S T A T E O F M I C H I G A N BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION * * * * * In the matter of the application of ) CONSUMERS ENERGY COMPANY ) for a financing order approving the securitization ) Case No. U-20889 of qualified costs. ) ) At the December 17, 2020 meeting of the Michigan Public Service Commission in Lansing, Michigan. PRESENT: Hon. Daniel C. Scripps, Chair Hon. S

Calculation of Filing Fee Table Form SF-1 (Form Type)

Exhibit 107.1 Calculation of Filing Fee Table Form SF-1 (Form Type) CONSUMERS ENERGY COMPANY CONSUMERS 2023 SECURITIZATION FUNDING LLC (Exact name of registrant, sponsor and depositor as specified in its charter) (Exact name of registrant and issuing entity as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amo

Consent of Rejji P. Hayes to be named as a Manager Nominee*

Exhibit 99.5 Consent of Manager Nominee Consumers Energy Company and Consumers 2023 Securitization Funding LLC (the “Issuer”) are filing a Registration Statement on Form SF-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the public offering of securitization bonds. In connection the

150th dated as of 8/4/23 (Form 8-K filed August 4, 2023)

Exhibit 4.1 ONE HUNDRED FIFTIETH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $500,000,000 4.90% Series due 2029 Dated as of August 4, 2023 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 75 THIS ONE HUNDRED FIFTIETH SUPPLEMENTAL INDENTURE, dated as of August 4, 2023 (herein sometimes referred to as “this Supplemental Indenture”), ma

Financial Statements and Exhibits, Other Events

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) August 4, 2023 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Corp

Estimated Fees SEC Registration Fee $ 55,000 Services of Independent Registered Public Accounting Firms 75,000 Trustee Fees and Expenses 15,000 Legal Fees and Expenses 75,000 Rating Agency Fees 850,000 Printing and Delivery Expenses 10,000 Miscellane

Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $500,000,000 aggregate principal amount of its 4.90% First Mortgage Bonds due 2029, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-270060-01) and a related prospectus supplement filed with the Securities and Exchange Commission and dated July 31, 2023, are est

$500,000,000 CONSUMERS ENERGY COMPANY 4.90% First Mortgage Bonds due 2029 Underwriting Agreement

Exhibit 1.1 $500,000,000 CONSUMERS ENERGY COMPANY 4.90% First Mortgage Bonds due 2029 Underwriting Agreement July 31, 2023 To the Representatives named in Schedule I hereto     of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 4.

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 Consumers Energy Company 4.90% First Mortgage Bonds due 2029

File pursuant to Rule 424(b)(2) Registration Number: 333-270060-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 27, 2023 $500,000,000 Consumers Energy Company 4.

Final Term Sheet July 31, 2023

Filed under Rule 433 File No. 333-270060-01 Final Term Sheet July 31, 2023 Issuer: Consumers Energy Company Securities: 4.90% First Mortgage Bonds due 2029 Aggregate Principal Amount Offered: $500,000,000 Maturity Date: February 15, 2029 Coupon: 4.90% Yield to Maturity: 4.910% Spread to Benchmark Treasury: +75 basis points Benchmark Treasury Security: 4.125% due July 31, 2028 Benchmark Treasury Pr

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

File pursuant to Rule 424(b)(5) Registration Number: 333-270060-01 The information in this preliminary prospectus supplement is not complete and may be changed.

CMS Energy Announces Second Quarter Results, Reaffirms 2023 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Second Quarter Results, Reaffirms 2023 Adjusted EPS Guidance JACKSON, Mich., July 27, 2023 – CMS Energy announced today reported earnings per share of $0.67 for the second quarter of 2023, compared to $0.50 per share for the same quarter in 2022. The company’s adjusted earnings per share for the second quarter of 2023 were $0.75, compared to $0.53 per share for th

DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN DC SERP for Consumers Energy Company

Exhibit 10.1 FINAL 2023 DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN DC SERP for Consumers Energy Company Amended and Restated Effective July 1, 2023 FINAL 2023 DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The objective of the Defined Contribution Supplemental Executive Retirement Plan (the “Plan”) is to attract and motivate top level executives, including those recru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; St

Form of Officer Separation Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)

Exhibit 10.2 Officer Separation Agreement July 1, 2023 Contents Article 1. Establishment, Term, and Purpose 1 Article 2. Definitions 2 Article 3. Severance Benefits 5 Article 4 Notice of Termination; Resignation As Officer and Director 7 Article 5. Restrictive Covenants and Clawback 7 Article 6. Dispute Resolution and Notice 10 Article 7. Successors and Assignment 11 Article 8. Miscellaneous 11 Ex

Form of Change in Control Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)

Exhibit 10.3 Effective July 1, 2023 Change in Control Agreement Tier IV Effective July 1, 2023 Contents Article 1. Establishment, Term, and Purpose 1 Article 2. Definitions 2 Article 3. Change in Control Severance Benefits 8 Article 4 Notice of Termination; Resignation as Officer and Director 11 Article 5. Restrictive Covenants and Clawback 11 Article 6. Excise Tax 15 Article 7. Dispute Resolution

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) July 27, 2023

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) July 27, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpora

Leading the CLEAN ENERGY TRANSFORMATION Second Quarter 2023 Results & Outlook July 27, 2023

Exhibit 99.2 Leading the CLEAN ENERGY TRANSFORMATION Second Quarter 2023 Results & Outlook July 27, 2023 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal dec

Amendment No. 1 dated as of May 31, 2023 to the Purchase and Sale Agreement, dated June 21, 2021 by and among Consumers and New Covert Generating Company, LLC (Form 10-Q for the quarterly period ending June 30, 2023)

Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2023 (the “Effective Date”) by and between New Covert Generating Company, LLC, a Delaware limited liability company (“Seller”), and Consumers Energy Company, a Michigan corporation (“Buyer”), who are parties to t

149th dated as of 5/30/23 (Form 8-K filed May 30, 2023)

Exhibit 4.1 ONE HUNDRED FORTY-NINTH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $115,000,000 5.24% First Mortgage Bonds Due 2026 $50,000,000 5.07% First Mortgage Bonds Due 2029 $95,000,000 5.17% First Mortgage Bonds Due 2032 $140,000,000 5.38% First Mortgage Bonds Due 2037 Dated as of May 30, 2023 - CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 30, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporat

CMS Energy Announces Ralph Izzo to Join Board of Directors

Exhibit 99.1 CMS Energy Announces Ralph Izzo to Join Board of Directors JACKSON, Mich., May 15, 2023 – Ralph Izzo, retired chairman, president and CEO of Public Service Enterprise Group (PSEG), has been elected to the CMS Energy and Consumers Energy boards of directors effective May 15, 2023. He has more than 30 years in the energy field, including general management, strategic planning and public

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 15, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporat

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 5, 2023

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 5, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; S

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) April 27, 2023

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) April 27, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpor

CMS Energy Announces First Quarter Results, Reaffirms 2023 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces First Quarter Results, Reaffirms 2023 Adjusted EPS Guidance JACKSON, Mich., April 27, 2023– CMS Energy announced today reported earnings per share of $0.69 for the first quarter of 2023, compared to $1.21 per share for the same quarter in 2022. The company’s adjusted earnings per share for the first quarter of 2023 were $0.70, compared to $1.20 per share for the s

First Quarter 2023 Results and Outlook April 27 , 2023 Leading the CLEAN ENERGY TRANSFORMATION

EX-99.2 3 tm2313895d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 First Quarter 2023 Results and Outlook April 27 , 2023 Leading the CLEAN ENERGY TRANSFORMATION 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of th

CONSUMERS ENERGY COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

EX-25.4 8 tm237833d1ex25-4.htm EXHIBIT 25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as speci

FORM S-3 (Form Type) CMS Energy Corporation Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) CMS Energy Corporation Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rat

Estimated Fees SEC Registration Fee $ 77,000 Services of Independent Registered Public Accounting Firms 95,000 Trustee Fees and Expenses 15,000 Legal Fees and Expenses 80,000 Rating Agency Fees 1,100,000 Printing and Delivery Expenses 13,000 Miscella

Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $700,000,000 aggregate principal amount of its 4.625% First Mortgage Bonds due 2033, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333- 236742-01) and a related prospectus supplement filed with the Securities and Exchange Commission and dated February 13, 2023 ar

CONSUMERS ENERGY COMPANY 4.625% First Mortgage Bonds due 2033 Underwriting Agreement

EX-1.1 2 tm237514d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 $700,000,000 CONSUMERS ENERGY COMPANY 4.625% First Mortgage Bonds due 2033 Underwriting Agreement February 13, 2023 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell to the several Und

148th dated as of 2/23/23 (Form 8-K filed February 23, 2023)

Exhibit 4.1 ONE HUNDRED FORTY-EIGHTH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $700,000,000 4.625% Series due 2033 Dated as of February 23, 2023 - CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 75 THIS ONE HUNDRED FORTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of February 23, 2023 (herein sometimes referred to as “this Supplementa

Financial Statements and Exhibits, Other Events

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) February 23, 2023 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan C

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 2020 Consumers Energy Company 4.625% First Mortgage Bonds due 2033

File pursuant to Rule 424(b)(2) Registration Number: 333-236742-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 2020 $700,000,000 Consumers Energy Company 4.

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 4.

Final Term Sheet February 13, 2023

Filed under Rule 433 File No. 333-236742-01 Final Term Sheet February 13, 2023 Issuer: Consumers Energy Company Securities: 4.625% First Mortgage Bonds due 2033 Aggregate Principal Amount Offered: $700,000,000 Maturity Date: May 15, 2033 Coupon: 4.625% Yield to Maturity: 4.691% Spread to Benchmark Treasury: +97 basis points Benchmark Treasury Security: 3.500% due February 15, 2033 Benchmark Treasu

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

File pursuant to Rule 424(b)(5) Registration Number: 333-236742-01 The information in this preliminary prospectus supplement is not complete and may be changed.

Subsidiaries of CMS Energy and Consumers

Exhibit 21.1 For the purpose of this filing, information is organized under the headings of CMS Energy Corporation (Tier 1), CMS Capital, L.L.C. (Tier 2), NorthStar Clean Energy Company, formerly known as CMS Enterprises Company (Tier 2), CMS Treasury Services, LLC (Tier 2), and Consumers Energy Company (Tier 2). As set forth in detail below, CMS Energy Corporation is the parent company of CMS Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State

NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of August 22, 2022

Exhibit 10.13 ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN ANNUAL NORTHSTAR CLEAN ENERGY EMPLOYEE INCENTIVE COMPENSATION PLAN I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual NorthStar Clean Energy Employee Incentive Compensation Plan (“Plan”) is to provide an equitable and competitive level of compensation that will permit NorthStar Clean Energy and its subsidiar

CMS Energy Announces Strong 2022 Results for the 20th Consecutive Year and Raises 2023 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong 2022 Results for the 20th Consecutive Year and Raises 2023 Adjusted EPS Guidance JACKSON, Mich., Feb. 2, 2023 – CMS Energy announced today reported earnings per share of $2.85 for 2022, compared to $4.66 per share for 2021. The company’s adjusted earnings per share for 2022 were $2.89, compared to $2.65 for 2021. CMS Energy also announced the increase of it

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 2, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

2022 Year End Results and Outlook February 2 , 2023 Leading the CLEAN ENERGY TRANSFORMATION

Exhibit 99.2 2022 Year End Results and Outlook February 2 , 2023 Leading the CLEAN ENERGY TRANSFORMATION 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal dec

Bond Purchase Agreement dated as of January 12, 2023 between Consumers and each of the Purchasers named therein (Form 8-K filed January 12, 2023)

Exhibit 10.1 CONSUMERS ENERGY COMPANY $115,000,000 5.24% First Mortgage Bonds due 2026 $50,000,000 5.07% First Mortgage Bonds due 2029 $95,000,000 5.17% First Mortgage Bonds due 2032 $140,000,000 5.38% First Mortgage Bonds due 2037 Bond Purchase Agreement Dated as of January 12, 2023 Table of Contents Page Section 1. Authorization of Bonds 1 Section 2. Sale and Purchase of Bonds; Security for the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) January 12, 2023 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

Estimated Fees SEC Registration Fee $ 47,000 Services of Independent Registered Public Accounting Firms 55,000 Trustee Fees and Expenses 15,000 Legal Fees and Expenses 80,000 Rating Agency Fees 720,000 Printing and Delivery Expenses 15,000 Miscellane

Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $425,000,000 aggregate principal amount of its 4.65% First Mortgage Bonds due 2028, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333- 236742-01) and a related prospectus supplement filed with the Securities and Exchange Commission and dated January 3, 2023 are e

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) January 10, 2023

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) January 10, 2023 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Co

Underwriting Agreement dated January 3, 2023, among Consumers and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, and Loop Capital Markets LLC, as underwriters.

Exhibit 1.1 $425,000,000 CONSUMERS ENERGY COMPANY 4.65% First Mortgage Bonds due 2028 Underwriting Agreement January 3, 2023 To the Representatives named in Schedule I hereto   of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof

147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)

Exhibit 4.1 ONE HUNDRED FORTY-SEVENTH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $425,000,000 4.65% Series due 2028 Dated as of January 10, 2023 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 80 THIS ONE HUNDRED FORTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 10, 2023 (herein sometimes referred to as “this Supplemental I

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 2 tm2233371d3ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 2020 Consumers Energy Company 4.65% First Mortgage Bonds due 2028

424B2 1 tm2233371d3424b2.htm 424B2 Filed pursuant to Rule 424(b)(2) Registration Number: 333-236742-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 2020 $425,000,000 Consumers Energy Company 4.65% First Mortgage Bonds due 2028 We are offering $425,000,000 aggregate principal amount of our 4.65% First Mortgage Bonds due 2028, referred to as the Bonds. The Bonds will bear interest at the r

Final Term Sheet January 3, 2023

FWP 1 tm2233371d2fwp.htm FWP Filed under Rule 433 File No. 333-236742-01 Final Term Sheet January 3, 2023 Issuer: Consumers Energy Company Securities: 4.65% First Mortgage Bonds due 2028 Aggregate Principal Amount Offered: $425,000,000 Maturity Date: March 1, 2028 Coupon: 4.65% Yield to Maturity: 4.689% Spread to Benchmark Treasury: +75 basis points Benchmark Treasury Security: 3.875% due December

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Filed pursuant to Rule 424(b)(5) Registration Number: 333-236742-01 The information in this preliminary prospectus supplement is not complete and may be changed.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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) December 14, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Cor

$1.1 billion Sixth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8‑K filed December 15, 2022)

Exhibit 10.2 EXECUTION COPY $1,100,000,000 SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of December 14, 2022 among CONSUMERS ENERGY COMPANY, as the Company, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Banks, JPMORGAN CHASE BANK, N.A., as Agent, BARCLAYS BANK PLC and MUFG BANK, LTD., as Co-Syndication Agents, MIZUHO BANK, LTD., BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIO

$550 million Fifth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8‑K filed December 15, 2022)

Exhibit 10.1 ? EXECUTION COPY ? ? $550,000,000 ? FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ? Dated as of December?14, 2022 ? among ? CMS ENERGY CORPORATION, as the Company, ? THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Banks, ? BARCLAYS BANK PLC, as Agent, ? JPMORGAN CHASE BANK, N.A. and MUFG BANK,?LTD. as Co-Syndication Agents, ? MIZUHO BANK,?LTD., BANK OF AMERICA, N.A., and WELLS

146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)

Exhibit 4.1 ONE HUNDRED FORTY-SIXTH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, 2022-1 Collateral Series (Interest Bearing) Dated as of December 14, 2022 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 80 THIS ONE HUNDRED FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of December 14, 2022 (herein sometimes referred to as ?this Supplem

First Amendment to the Amended and Restated $250

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This First Amendment to Amended and Restated Revolving Credit Agreement (?Amendment?) is made as of November 23, 2022 (?Effective Date?) among CONSUMERS ENERGY COMPANY, a Michigan corporation (?Borrower?) THE BANK OF NOVA SCOTIA, in its capacity as Administrative Agent under Credit Agreement, as defined below (in such

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) November 23, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Cor

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) October 27, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

CMS Energy Announces Strong Third Quarter Results, Raises 2022 Adjusted EPS, Introduces Preliminary 2023 Guidance

Exhibit 99.1 CMS Energy Announces Strong Third Quarter Results, Raises 2022 Adjusted EPS, Introduces Preliminary 2023 Guidance JACKSON, Mich., Oct. 27, 2022 ? CMS Energy announced today reported earnings per share of $0.56 for the third quarter of 2022, compared to $0.64 per share for the same quarter in 2021. The company?s adjusted earnings per share for the third quarter of 2022 were $0.56, comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registran

Third Quarter 2022 Results and Outlook October 27, 2022 Leading the CLEAN ENERGY TRANSFORMATION

Exhibit 99.2 Third Quarter 2022 Results and Outlook October 27, 2022 Leading the CLEAN ENERGY TRANSFORMATION 2 Enter ?so what? if necessary ? Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains ?forward - looking statements? as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal

Estimated Fees SEC Registration Fee $ 74,500 Services of Independent Registered Public Accounting Firms 75,000 Trustee Fees and Expenses 15,000 Legal Fees and Expenses 60,000 Rating Agency Fees 1,353,000 Printing and Delivery Expenses 4,500 Miscellan

EX-99.1 5 tm2222175d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $350,000,000 principal amount of its 3.60% First Mortgage Bonds due 2032 and $450,000,000 principal amount of its 4.20% First Mortgage Bonds due 2052, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333- 236742-01) and a

Underwriting Agreement dated August 1, 2022 among Consumers and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc., Comerica Securities, Inc., Fifth Third Securities, Inc. and Loop Capital Markets LLC, as underwriters.

Exhibit 1.1 $800,000,000 CONSUMERS ENERGY COMPANY $350,000,000 3.60% First Mortgage Bonds due 2032 $450,000,000 4.20% First Mortgage Bonds due 2052 Underwriting Agreement August 1, 2022 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the ?Company?), proposes to issue and sell t

145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)

Exhibit 4.1 ONE HUNDRED FORTY-FIFTH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $350,000,000 3.60% Series due 2032 $450,000,000 4.20% Series due 2052 Dated as of August 11, 2022 CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 80 THIS ONE HUNDRED FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of August 11, 2022 (herein sometimes referr

Financial Statements and Exhibits, Other Events

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) August 11, 2022 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Cor

Calculation of Filing Fee Table (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Consumers Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 3.

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 2020 Consumers Energy Company $350,000,000 3.60% First Mortgage Bonds due 2032 $450,000,000 4.20% First Mortgage Bonds due 2052

Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-236742-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 2020 $800,000,000 Consumers Energy Company $350,000,000 3.60% First Mortgage Bonds due 2032 $450,000,000 4.20% First Mortgage Bonds due 2052 We are offering $350,000,000 aggregate principal amount of our 3.60% First Mortgage Bonds due 2032, referred to as the 2032 Bonds,

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

424B5 1 tm2222175d1424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-236742-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where th

Final Term Sheet August 1, 2022

FWP 1 tm2222175d3fwp.htm FWP Filed under Rule 433 File No. 333-236742-01 Final Term Sheet August 1, 2022 Issuer: Consumers Energy Company Securities: 3.60% First Mortgage Bonds due 2032 (the “2032 Bonds”) 4.20% First Mortgage Bonds due 2052 (the “2052 Bonds”) Aggregate Principal Amount Offered: 2032 Bonds: $350,000,000 2052 Bonds: $450,000,000 Maturity Date: 2032 Bonds: August 15, 2032 2052 Bonds:

$1 billion unsecured Term Loan Credit Agreement dated as of July 22, 2022 among Consumers, the Banks defined therein, and U.S. Bank National Association, as Agent (Form 10-Q for the quarterly period ended June 30, 2022)

Exhibit 10.1 EXECUTED VERSION Deal / Facility CUSIP Numbers: 210517AK4 / 210517AL2 $1,000,000,000 TERM LOAN CREDIT AGREEMENT Dated as of July 22, 2022 among CONSUMERS ENERGY COMPANY, as the Company, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Banks, and U.S. BANK NATIONAL ASSOCIATION, as Agent SUMITOMO MITSUI BANKING CORPORATION, as Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Document

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) July 28, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpora

Second Quarter 2022 Results and Outlook July 28, 2022 Leading the CLEAN ENERGY TRANSFORMATION

EX-99.2 3 tm2221909d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Second Quarter 2022 Results and Outlook July 28, 2022 Leading the CLEAN ENERGY TRANSFORMATION 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the

CMS Energy Announces Strong Second Quarter Results, Reaffirms 2022 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong Second Quarter Results, Reaffirms 2022 Adjusted EPS Guidance JACKSON, Mich., July 28, 2022 ? CMS Energy announced today reported earnings per share of $0.50 for the second quarter of 2022, compared to $0.61 per share for the same quarter in 2021. The company?s adjusted earnings per share for the second quarter of 2022 were $0.53, compared to $0.55 per share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; St

Financial Statements and Exhibits, Other Events

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) June 23, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpora

Landmark Plan to Accelerate End of Coal Era, Provide Reliability and Protect Environment Earns Approval

EX-99 2 tm2219261d1ex99.htm EXHIBIT 99 Exhibit 99 Landmark Plan to Accelerate End of Coal Era, Provide Reliability and Protect Environment Earns Approval JACKSON, Mich., June 23, 2022 – A key regulatory decision today cleared the way for Consumers Energy to stop burning coal to generate electricity by 2025 — 15 years faster than previously planned — and provide reliable electricity for Michigan. T

Submission of Matters to a Vote of Security Holders

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 6, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporati

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 3, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; S

CMS Energy Announces Strong First Quarter Results, Reaffirms 2022 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong First Quarter Results, Reaffirms 2022 Adjusted EPS Guidance JACKSON, Mich., May 3, 2022 ? CMS Energy announced today reported earnings per share of $1.21 for the first quarter of 2022, compared to $1.21 per share for the same quarter in 2021. The company?s adjusted earnings per share for the first quarter of 2022 were $1.20, compared to $1.09 per share for

First Quarter 2022 Results and Outlook May 3, 2022 Leading the CLEAN ENERGY TRANSFORMATION

Exhibit 99.2 First Quarter 2022 Results and Outlook May 3, 2022 Leading the CLEAN ENERGY TRANSFORMATION 2 Enter ?so what? if necessary ? Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains ?forward - looking statements? as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal deci

Consumers Energy and Key Stakeholders Reach Landmark Agreement to Create Cleaner Energy Future for Michigan

EX-99 2 tm2213088d1ex99.htm EXHIBIT 99 Exhibit 99 Consumers Energy and Key Stakeholders Reach Landmark Agreement to Create Cleaner Energy Future for Michigan JACKSON, Mich., April 20, 2022 – Consumers Energy and key stakeholders throughout Michigan have agreed on a settlement related to the company’s Clean Energy Plan, a sweeping proposal to stop using coal as a fuel source for electric generation

Financial Statements and Exhibits, Other Events

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) April 20, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ny20001782x4defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ny20001782x3def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission On

Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2021)

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the ?Exchange Act?) is a summary and does not purport to be complete. The terms ?CMS Energy?, ?we?, ?our? and ?us? as used herein refer to CM

Enterprises Employee Incentive Compensation Plan as amended, effective as of January

Exhibit 10.13 ANNUAL CMS ENTERPRISES EMPLOYEE INCENTIVE COMPENSATION PLAN ANNUAL CMS ENTERPRISES EMPLOYEE INCENTIVE COMPENSATION PLAN I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual CMS Enterprises Employee Incentive Compensation Plan (?EEICP? or ?Plan?) is to provide an equitable and competitive level of compensation that will permit CMS Enterprises and its subsidiaries to attract, r

CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 27, 2022 (Form 10-K for the fiscal year ended December 31, 2021)

Exhibit 10.10 CMS INCENTIVE COMPENSATION PLAN FOR CMS ENERGY AND CONSUMERS ENERGY OFFICERS CMS INCENTIVE COMPENSATION PLAN FOR CMS ENERGY AND CONSUMERS ENERGY OFFICERS I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the CMS Incentive Compensation Plan (?CMSICP? or ?Plan?) is to: (a) Provide an equitable and competitive level of compensation that will permit CMS Energy and Consumers Energy to att

Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January

Exhibit 10.12 ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY ANNUAL EMPLOYEE INCENTIVE COMPENSATION PLAN FOR CONSUMERS ENERGY COMPANY I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual Employee Incentive Compensation Plan (?EICP? or ?Plan?) is to provide an equitable and competitive level of compensation that will permit Consumers Energy Company (?Company?) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State

Subsidiaries of CMS Energy and Consumers

Exhibit 21.1 For the purpose of this filing, information is organized under the headings of CMS Energy Corporation (Tier 1), CMS Capital, L.L.C. (Tier 2), CMS Enterprises Company (Tier 2), CMS Treasury Services, LLC (Tier 2), and Consumers Energy Company (Tier 2). As set forth in detail below, CMS Energy Corporation is the parent company of CMS Capital, L.L.C., CMS Enterprises Company, CMS Treasur

CMS Energy Names Tonya Berry Senior Vice President of Transformation and Engineering

Exhibit 99.1 CMS Energy Names Tonya Berry Senior Vice President of Transformation and Engineering JACKSON, Mich., Feb. 4, 2022 ? CMS Energy, and its principal subsidiary Consumers Energy, announced today that Tonya Berry is named senior vice president of Transformation and Engineering, effective immediately. Tonya previously served as the vice president of gas operations responsible for gas transm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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) February 4, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 3, 2022 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

2021 Results and Outlook February 3, 2022 Leading the Clean Energy Transformation

Exhibit 99.2 2021 Results and Outlook February 3, 2022 Leading the Clean Energy Transformation 2 Enter ?so what? if necessary ? Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains ?forward - looking statements? as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. Th

CMS Energy Announces Strong 2021 Results and Raises 2022 Adjusted EPS Guidance

Exhibit 99.1 CMS Energy Announces Strong 2021 Results and Raises 2022 Adjusted EPS Guidance JACKSON, Mich., Feb. 3, 2022 ? CMS Energy announced today reported earnings per share of $4.66 for 2021, compared to $2.64 per share for 2020. The company?s adjusted earnings per share were $2.65 for 2021, compared to $2.47 per share for 2020. CMS Energy also recently announced the increase of its annual di

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) November 19, 2021 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Cor

Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

Exhibit 10.1 Description of the Third Extension to the Amended and Restated $250 Million Secured Revolving Credit Agreement November 19, 2021 Pursuant to the terms of the Amended and Restated $250 million secured Revolving Credit Agreement dated as of November 19, 2018, between Consumers Energy Company and The Bank of Nova Scotia, the parties have all agreed, effective November 19, 2021, to extend

Third Quarter 2021 Results and Outlook October 28, 2021 Leading the Clean Energy Transformation

EX-99.2 3 tm2131232d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Third Quarter 2021 Results and Outlook October 28, 2021 Leading the Clean Energy Transformation 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registran

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) October 28, 2021 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corp

CMS Energy Announces Third Quarter Results with Confidence Toward the High End of 2021 Guidance

Exhibit 99.1 CMS Energy Announces Third Quarter Results with Confidence Toward the High End of 2021 Guidance JACKSON, Mich., Oct. 28, 2021 ? CMS Energy announced today reported earnings per share from continuing operations of $0.54 for the third quarter of 2021, compared to $0.72 per share for the same quarter in 2020, which exclude the discontinued operations of EnerBank USA. The company?s adjust

Amendment No. 1 dated as of August 9, 2021 to the Agreement and Plan of Merger, dated June 7, 2021, by and among CMS Energy, EnerBank

EX-10.1 2 cms10q20210930ex10-1.htm 2021 Q3 FORM 10-Q EXHIBIT 10.1 ENERBANK AMENDMENT Exhibit 10.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This Amendment No. 1, dated as of August 9, 2021 (this “Amendment”), to that certain Agreement and Plan of Merger, dated as of June 7, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and a

CMS Energy Completes Sale of EnerBank USA to Regions Bank

EX-99.1 2 tm2128968d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CMS Energy Completes Sale of EnerBank USA to Regions Bank JACKSON, Mich., Oct. 1, 2021 – CMS Energy (NYSE: CMS) (“CMS”) today announced the close of its previously announced sale of home improvement point-of-sale lender EnerBank USA (“EnerBank”) to Regions Bank, a subsidiary of Regions Financial Corporation (NYSE: RF) (“Regions”). Estimated

Financial Statements and Exhibits, Other Events

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) October 1, 2021 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpo

Financial Statements and Exhibits, Other Events

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) August 12, 2021 Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-5611 CONSUMERS ENERGY COMPANY (A Michigan Cor

Underwriting Agreement dated August 2, 2021 among Consumers and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Comerica Securities, Inc., and Academy Securities, Inc., as underwriters.

Exhibit 1.1 $300,000,000 CONSUMERS ENERGY COMPANY 2.65% First Mortgage Bonds due 2052 Underwriting Agreement August 2, 2021 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Consumers Energy Company, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) a

Estimated Fees SEC Registration Fee $ 32,703 Services of Independent Registered Public Accounting Firms 45,000 Trustee Fees and Expenses 15,000 Legal Fees and Expenses 75,000 Rating Agency Fees 480,500 Printing and Delivery Expenses 8,000 Miscellaneo

EX-99.1 5 tm2124714d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 The expenses to be incurred by Consumers Energy Company relating to the offering of $300,000,000 principal amount of its 2.65% First Mortgage Bonds due 2052, under Consumers Energy Company’s Registration Statement on Form S-3 (Registration No. 333-236742-01) and a related prospectus supplement filed with the Securities and Exchange Commissi

144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)

Exhibit 4.1 ONE HUNDRED FORTY-FOURTH SUPPLEMENTAL INDENTURE Providing among other things for FIRST MORTGAGE BONDS, $300,000,000 2.65% Series due 2052 Dated as of August 12, 2021 - CONSUMERS ENERGY COMPANY TO THE BANK OF NEW YORK MELLON, TRUSTEE Counterpart of 80 THIS ONE HUNDRED FORTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of August 12, 2021 (herein sometimes referred to as “this Supplemental Ind

CALCULATION OF REGISTRATION FEE

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No 333-236742-01 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.

Final Term Sheet August 2, 2021

FWP 1 tm2123726d2fwp.htm FWP Filed under Rule 433 File No. 333-236742-01 Final Term Sheet August 2, 2021 Issuer: Consumers Energy Company Securities: 2.65% First Mortgage Bonds due 2052 Aggregate Principal Amount Offered: $300,000,000 Maturity Date: August 15, 2052 Coupon: 2.65% Yield to Maturity: 2.654% Spread to Benchmark Treasury: +78 basis points Benchmark Treasury Security: 1.875% due Februar

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No: 333-236742-01 The information in this preliminary prospectus supplement is not complete and may be changed.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) July 29, 2021 Commission Registrant; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-9513 CMS ENERGY CORPORATION (A Michigan Corpora

Annual CMS Enterprises Employee Incentive Compensation Plan as amended, effective as of May 16, 2021

Exhibit 10.1 ANNUAL CMS ENTERPRISES EMPLOYEE INCENTIVE COMPENSATION PLAN ANNUAL CMS ENTERPRISES EMPLOYEE INCENTIVE COMPENSATION PLAN I. GENERAL PROVISIONS 1.1 Purpose. The purpose of the Annual CMS Enterprises Employee Incentive Compensation Plan (?EEICP? or ?Plan?) is to provide an equitable and competitive level of compensation that will permit CMS Enterprises and its subsidiaries to attract, re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; St

CMS Energy Announces Strong Second Quarter Performance with Confidence Toward the High End of 2021 EPS Guidance

EX-99.1 2 tm2123498d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CMS Energy Announces Strong Second Quarter Performance with Confidence Toward the High End of 2021 EPS Guidance JACKSON, Mich., July 29, 2021 – CMS Energy announced today reported earnings per share of $0.61 for the second quarter of 2021, compared to $0.48 per share for the same quarter in 2020. The company’s reported earnings per share fr

Second Quarter 2021 Results and Outlook July 29, 2021 Leading the Clean Energy Transformation

Exhibit 99.2 Second Quarter 2021 Results and Outlook July 29, 2021 Leading the Clean Energy Transformation 2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal d