{"url_path":"/sec/cms/8-k/2026-05-13/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/811156/0001104659-26-060321-index.html","accession_number":"0001104659-26-060321","cik":"0000811156","ticker":"CMS","issuer_name":"CMS ENERGY CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/811156/0001104659-26-060321-index.html","primary_entity_key":"0000811156","primary_entity_name":"CMS ENERGY CORP"},"word_count":964,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nIn connection with the commencement of an equity\noffering program under which shares (the “Shares”) of the common stock of CMS Energy Corporation (“CMS Energy”)\nhaving an aggregate sales price of up to $3,000,000,000 may be offered and sold from time to time (the “Offering”), CMS Energy\nfiled today with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated May 13, 2026 (the “Prospectus\nSupplement”). The Shares may be offered and sold in amounts and at times to be determined by CMS Energy from time to time, but CMS\nEnergy has no obligation to offer and sell any of the Shares in the Offering. Actual sales will depend on a variety of factors to be determined\nby CMS Energy from time to time, including (among others) market conditions, the trading price of CMS Energy’s common stock and\ndeterminations by CMS Energy of the appropriate sources of funding for CMS Energy.\n\n \n\nThe Offering will occur pursuant\nto an equity distribution agreement (“Agreement”) entered into among (A) CMS Energy, (B) Barclays Bank PLC, BNP PARIBAS,\nBank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc\nCapital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products,\nInc., Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association**,**\neach in its capacity as forward purchaser under any forward sale agreement (each, a “Forward Purchaser” and, together, the\n“Forward Purchasers”), (C) Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citigroup\nGlobal Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities\nUSA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities,\nInc. and Wells Fargo Securities, LLC**,**each in its capacity as agent for CMS Energy and/or\nprincipal in connection with the offering and sale of any Issuance Shares (as defined therein) thereunder (each, an “Agent”\nand, together, the “Agents”), and (D) Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup\nGlobal Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities\nUSA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities International, Inc. (acting through BTIG, LLC\nas agent), RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, each in its\ncapacity as agent for its respective Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined\ntherein) thereunder (each, a “Forward Seller” and, together, the “Forward Sellers”). The Agents and the Forward\nSellers will be entitled to compensation as provided under the terms of the Agreement.\n\n \n\nIn connection with each particular forward sale\ntransaction, the relevant Forward Purchaser or its affiliate will, at CMS Energy’s request, borrow from third parties and, through\nthe relevant Forward Seller, sell a number of the Shares equal to the number of Shares underlying the particular forward sale transaction.\n\n \n\n \n\n \n\n \n\nCMS Energy will not initially receive any proceeds\nfrom the sale of borrowed shares by a Forward Seller. CMS Energy expects to physically settle each particular forward sale transaction\nwith the relevant Forward Purchaser on one or more dates specified by CMS Energy on or prior to the maturity date of that particular forward\nsale agreement, in which case CMS Energy expects to receive per share cash proceeds at settlement equal to the forward sale price under\nthe relevant forward sale agreement. However, CMS Energy may elect to cash settle or net share settle a particular forward sale transaction,\nin which case CMS Energy may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of\nnet share settlement), and CMS Energy may owe cash (in the case of cash settlement) or shares (in the case of net share settlement) to\nthe relevant Forward Purchaser.\n\n \n\nSales of the Shares, if any, under the Agreement\nmay be made in privately negotiated transactions or transactions that are deemed to be “at the market offerings” as defined\nin Rule 415 under the Securities Act of 1933, as amended, including by ordinary brokers’ transactions through the facilities\nof the New York Stock Exchange, to or through a market maker or directly on or through an electronic communications network, at market\nprices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, in block transactions, through\nforward purchases/sales, in any manner permitted by applicable law, or as otherwise agreed with the Agents or the Forward Purchasers and\nthe Forward Sellers and described in the Prospectus Supplement. CMS Energy may at any time suspend solicitation and offers under the Agreement\nor terminate the Agreement.\n\n \n\nThe Shares will be\noffered pursuant to the Prospectus Supplement and CMS Energy’s automatic shelf registration statement on Form S-3 (File No. 333-293382)\nfiled on February 11, 2026, with the SEC (the “Registration Statement”). This Current Report shall not constitute an offer\nto sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such state.\n\n \n\nThe foregoing description of the Agreement does\nnot purport to be complete and is qualified in its entirety by the provisions of the Agreement which is attached hereto as Exhibit 1.1\nand incorporated by reference herein.\n\n \n\nThis Current Report on Form 8-K is being\nfiled to file certain documents in connection with the Offering as exhibits to the Registration Statement."}