Form 8-K

8-K — CMS ENERGY CORP

Accession: 0001104659-26-118972

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0000811156

SIC: 4931 (ELECTRIC & OTHER SERVICES COMBINED)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2628313d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628313d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2628313d1_ex99-2.htm)

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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, 2026

Commission

Registrant; State of Incorporation;

IRS Employer

File Number

Address; and Telephone Number

Identification No.

1-9513

CMS ENERGY CORPORATION

(A Michigan Corporation)

One Energy Plaza

Jackson, Michigan 49201

(517) 788-0550

38-2726431

1-5611

CONSUMERS ENERGY COMPANY

Michigan Corporation)

One Energy Plaza

Jackson, Michigan 49201

(517) 788-0550

38-0442310

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

CMS Energy Corporation Common Stock, $0.01 par value

CMS

New York Stock Exchange

CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078

CMSA

New York Stock Exchange

CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078

CMSC

New York Stock Exchange

CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079

CMSD

New York Stock Exchange

CMS Energy Corporation, Depositary Shares,

each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C

CMS PRC

New York Stock Exchange

Consumers

Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series

CMS-PB

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth

company: CMS Energy Corporation ¨  Consumers

Energy Company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  CMS

Energy Corporation ¨ Consumers

Energy Company ¨

Co-Registrant CIK

0000201533

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-10-27

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Item 2.02. Results of Operations and Financial Condition.

On October 27, 2026, CMS Energy Corporation (“CMS Energy”)

issued a News Release, in which it announced its 2026 third quarter results. Attached as Exhibit 99.1

to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

Exhibit 99.1 contains certain financial measures that are considered

“non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings

guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures

calculated and presented in accordance with accounting principles generally accepted in the United States. Adjustments could include items

such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, major enterprise resource

planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state tax policy,

regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar

Clean Energy's interest expense, or other items. Management views adjusted earnings as a

key measure of CMS Energy’s present operating financial performance and uses adjusted earnings for external communications with

analysts and investors. Internally, CMS Energy uses adjusted earnings to measure and assess performance. Because CMS Energy is not able

to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings

in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings.

The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a

substitute for the reported earnings. All references to net income refer to net income available

to common stockholders and references to earnings per share are on a diluted basis.

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated October

27, 2026, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

CMS Energy will hold a webcast to discuss its 2026 third quarter results

and provide a business and financial outlook on October 27 at 10:00 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2

to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

In accordance with General Instruction B.2 of Form 8-K, the information

in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of

Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference in any filing under the Securities Act of 1933.

Investors and others should note that CMS Energy routinely posts important

information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

99.1

CMS Energy News Release dated October 27, 2026

99.2

CMS Energy presentation dated October 27, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded

in the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act

of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

CMS ENERGY CORPORATION

Dated: October 27, 2026

By:

/s/ Srikanth Maddipati

Srikanth Maddipati

Executive Vice President and Chief Financial Officer

CONSUMERS ENERGY COMPANY

Dated: October 27, 2026

By:

/s/ Srikanth Maddipati

Srikanth Maddipati

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628313d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CMS Energy Announces Third Quarter Results,

Reaffirms 2026 and 2027 Adjusted EPS Guidance

JACKSON,

Mich., Oct. 27, 2026 – CMS Energy announced today reported earnings per share of $0.39 for the third quarter of 2026, compared

to $0.92 per share for 2025. The company’s adjusted earnings per share for the third quarter were $1.44, compared to $0.93 per

share for 2025. Both the quarter and year-to-date GAAP results reflect asset impairment and restructuring activities associated with

NorthStar Clean Energy. For the first nine months of the year, the company reported $1.86 per share, compared to $2.59 per share for

the same timeframe in 2025. On an adjusted earnings per share basis year to date, the company reported $2.95 per share in 2026, compared

to $2.66 per share in 2025.

2026 Financial Results**

Financial Results

YTD

Reported Total EPS (GAAP)

$ 0.39

$ 1.86

Asset impairment and restructuring activities

1.08

1.09

Other

(0.03 )

(0.00 )

Adjusted EPS (non-GAAP)

$ 1.44

$ 2.95

“I’m pleased with the progress in

the restructuring of NorthStar Clean Energy,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “This

restructuring further strengthens our utility-focused business model, enhances earnings quality, provides greater financial flexibility,

and positions us to make the long-term utility investments needed to serve our customers and grow our communities.”

CMS Energy reaffirmed its 2026 adjusted earnings

guidance of $3.83 to $3.90 per share*, (*See below for important information about non-GAAP measures) 2027 adjusted earnings guidance

of $4.08 to $4.17, and long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.

CMS Energy (NYSE: CMS) is a Michigan-based energy

provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.

# # #

CMS Energy will hold a webcast to discuss its 2026 third quarter

results and provide a business and financial outlook on Tuesday, October 27 at 10:00 a.m. (EDT). To participate in the webcast,

go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”

Important information for investors about non-GAAP measures and

other disclosures.

This news release contains non-Generally Accepted Accounting Principles

(non-GAAP) measures, such as adjusted earnings. All references to net income refer to net income available to common stockholders and

references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales,

impairments, restructuring costs, business optimization initiative, major enterprise resource planning software implementations, changes

in accounting principles, voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized

gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, or other

items. Management views adjusted earnings as a key measure of the company's present operating financial performance and uses adjusted

earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess

performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly

impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance

nor is it providing a reconciliation for the comparable future period earnings. The company's adjusted earnings should be considered

supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings.

**Per-share impacts are calculated independently for each reporting

period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods.

This news release contains "forward-looking

statements." The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy's and Consumers Energy's

results to differ materially. All forward-looking statements should be considered in the context of the risk and other factors detailed

from time to time in CMS Energy's and Consumers Energy's Securities and Exchange Commission filings.

Investors and others should note that CMS

Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations,

a channel of distribution.

Media Contacts: Katie Carey, 517/740-1739

Investment Analyst Contact: Travis Uphaus, 517/768-3114

Page 1 of 3

CMS ENERGY CORPORATION

Consolidated Statements of Income

(Unaudited)

Millions, Except Per Share Amounts

Three Months Ended

Nine Months Ended

9/30/26

9/30/25

9/30/26

9/30/25

Operating revenue

$ 2,183

$ 2,021

$ 6,742

$ 6,306

Operating expenses

2,136

1,540

5,941

5,014

Operating Income

481

801

1,292

Other income

204

249

Interest charges

214

203

627

588

Income (Loss) Before Income Taxes

(113 )

340

378

953

Income tax expense (benefit)

(22 )

193

Net Income (Loss)

(91 )

272

282

760

Loss attributable

to noncontrolling interests, including impairment $(102), $—, $(102), and $—

(214 )

(5 )

(301 )

(22 )

Net Income Attributable to CMS Energy

123

277

583

782

Preferred stock dividends

Net Income Available to Common Stockholders

$ 121

$ 275

$ 576

$ 775

Diluted Earnings Per Average Common Share

$ 0.39

$ 0.92

$ 1.86

$ 2.59

Page 2 of 3

CMS ENERGY CORPORATION

Summarized Consolidated

Balance Sheets

(Unaudited)

Millions

As of

9/30/26

12/31/25

Assets

Current assets

Cash and cash equivalents

$ 451

$ 509

Restricted cash and cash equivalents

102

106

Assets held for sale

Other current assets

2,610

2,857

Total current assets

3,206

3,472

Non-current assets

Plant, property, and equipment

31,940

30,680

Assets held for sale

783

Other non-current assets

5,754

5,789

Total Assets

$ 41,683

$ 39,941

Liabilities and Equity

Current liabilities (1)

Liabilities held for sale

$ 14

$ -

Other current liabilities

2,116

2,592

Total current liabilities

2,130

2,592

Non-current liabilities (1)

Liabilities held for sale

Other non-current liabilities

8,964

8,740

Total non-current liabilities

9,051

8,740

Capitalization

Debt and finance leases (excluding

securitization debt) (2)

19,728

18,313

Preferred stock and securities

224

Noncontrolling interests

569

567

Common stockholders' equity

9,502

8,920

Total capitalization (excluding securitization

debt)

30,023

28,024

Securitization

debt (2)

479

585

Total Liabilities and

Equity

$ 41,683

$ 39,941

(1) Excludes debt and finance

leases.

(2) Includes current and non-current

portions.

CMS

ENERGY CORPORATION

Summarized

Consolidated Statements of Cash Flows

(Unaudited)

Millions

Nine Months Ended

9/30/26

9/30/25

Beginning of Period Cash and Cash Equivalents, Including

Restricted Amounts

$ 615

$ 178

Net cash provided by operating activities

1,798

1,757

Net cash used in investing activities

(3,111 )

(2,926 )

Cash flows from operating and investing

activities

(1,313 )

(1,169 )

Net cash provided by financing activities

1,277

1,423

Total Cash Flows

$ (36 )

$ 254

End of Period

Cash and Cash Equivalents, Including Restricted Amounts (3)

$ 579

$ 432

(3) Includes

cash and cash equivalents classified as current assets held for sale.

Page 3 of 3

CMS ENERGY CORPORATION

Reconciliation of GAAP

Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

Millions, Except Per Share Amounts

Three Months Ended

Nine Months Ended

9/30/26

9/30/25

9/30/26

9/30/25

Net Income Available to Common Stockholders

$ 121

$ 275

$ 576

$ 775

Reconciling items:

Other exclusions from adjusted

earnings (1)

(13 )

Tax impact

(2 )

(* )

(4 )

Asset impairment and restructuring activities

456

Tax impact

(117 )

State tax policy change

Adjusted net income – non-GAAP

$ 451

$ 279

$ 915

$ 797

Average Common Shares Outstanding - Diluted

313.2

300.4

310.4

299.4

Diluted Earnings Per Average Common Share

Reported net income per share

$ 0.39

$ 0.92

$ 1.86

$ 2.59

Reconciling items:

Other exclusions from adjusted

earnings (1)

(0.04 )

0.02

0.04

Tax impact

0.01

(0.01 )

(* )

(0.01 )

Asset impairment and restructuring activities

1.45

1.47

Tax impact

(0.37 )

(0.38 )

State tax policy change

0.04

Adjusted net income per share – non-GAAP

$ 1.44

$ 0.93

$ 2.95

$ 2.66

Less than $0.5 million or $0.01 per share.

Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods.

(1)

Includes major enterprise resource planning software implementations and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense.

Management views adjusted (non-Generally

Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted

earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure

and assess performance. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring

costs, business optimization initiative, major enterprise resource planning software implementations, changes in accounting principles,

voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses

from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, or other items. The

adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a

substitute for reported earnings.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2628313d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

2026 Third Quarter

Results & Outlook

October 27, 2026

Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller2

This presentation is made as of the date hereof and contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, Rule 175 of the Securities

Act of 1933, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. All forward-looking statements should be considered in the context of

the risk and other factors detailed from time to time in CMS Energy’s and Consumers Energy’s Securities and Exchange Commission filings. Forward-looking statements should be

read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10-K and

as updated in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Consumers Energy’s “FORWARD-LOOKING

STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consumers

Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no obligation to update any of the information

presented herein to reflect facts, events or circumstances after the date hereof.

The presentation also includes non-GAAP measures when describing CMS Energy’s results of operations and financial performance. A reconciliation of each of these measures to

the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com.

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

Presentation endnotes are included after the appendix.

Investment Thesis . . .

. . . over two decades of industry-leading financial performance.

Strong Cash Flow &

Balance Sheet

Attractive &

Diversified Growth

Long Capital

Runway

Top-Tier Regulatory

Jurisdiction

Affordability driven by the

CE Way + Digital

Long Capital Runway

Top-Tier

Regulatory Jurisdictiona

Co-work

e mots u C

Investors

Customers

Clean Energy Leader

Presentation endnotes are included at the end of the presentation.

NorthStar Clean Energy Update . . .

. . . restructuring on track.

• >35% of the assets at signed agreement

(or closed)

• Majority of remaining assets in exclusivity

period with buyers

• Continued strong interest in the assets

• Exited renewables development

• On track to complete restructuring by

year-end

• Nearly100% utility-based earnings after 2027

• Reallocate capital to the Parent with future

redeployment into the Utility

• Shift of capital reduces Parent funding

needs, including debt and equity

• $500M+ of funding needs reduced within

the current plan (through 2030)

• Cost efficiencies enhance business profile

• Provides higher quality earnings and

retains attractive operating assets in

Michigan that generate cash flow

Sale Process Key Outcomes

2026 Integrated Resource Plan (IRP) . . .

. . . delivers across the Triple Bottom Line.

Key Outcomes

~$27B of capex opportunity,~$125M of FCM in 2031+a

Achieves Michigan Energy Law targets

(~60% RPS by 2035 and 100% Clean Energy by 2040)

Increases clean energy resource deployment

(+15.8 GW of clean energy resources by 2040)

Ensures resiliency, reliability and customer affordability

(+1.4 GW of gas simple cycle by 2031 &

+4.1 GW of battery storage by 2040)

Incremental economic development growth

(3% to 3½%/yr CAGR through 2040)

FCM Progress

Prior

5-yr

Plan

Current

5-yr

Plan

Future

Opportunity

2031+

Remaining Signed PPAs

~$50M

(% of total GWs)

~$20M

~$125M

✓

~680 MW

clean PPA

signed

Presentation endnotes are included at the end of the presentation.

Expansive Economic Development Efforts . . .

. . . drive diversified growth, including data centers, across Michigan.

Electric Gas Combined

2023 New Load 2024 New Load 2025 New Load

Hemlock

Semi-conductor

Switch

Data Center

Ford Blue Oval

(2% – 3%/yra

)

Corning Inc.

~100 MWb

signed in 2025

450 MW Onlineb

~195 MWb

signed YTD

Sales Growth

U.S. State Ranking:

#6 for Business

– as ranked by CNBC

2026

U.S. State Ranking:

#4 for Cost of Doing

Business

– as ranked by CNBC

2026

U.S. State Ranking:

Top 5 for Workforce

Development

– as ranked by Site Selection

Magazine 2026

U.S. State Ranking:

#3 for Manufacturing &

Semiconductor Jobs

– as ranked by Business

Facilities 2026

Includes:

Presentation endnotes are included after the appendix.

~$4½B

Michigan

investment

~2,300

jobs

U.S. State Ranking:

Top 10 Speed to Market

– as ranked by Area

Development 2026

Not inclusive of

signed large load

agreement

~745 MWb

Oct. 23rd:

Revised position

$443Ma

, 10.25% ROE

U-22070

Oct. 15th:

Order

$139M, 9.8% ROE

U-21981

Michigan’s Strong Regulatory Environment . . .

. . . provides constructive outcomes and forward-looking visibility.

Electric

Gas

Supportive Energy Policy

• Timely recovery of investments

✓ Forward-looking test

years/earn authorized ROEs

✓ 10-month rate cases

✓ Monthly fuel adjustment

trackers (PSCR/GCR)

✓ Constructive ROEs

• Supportive incentives enhanced

w/ 2023 Michigan Energy Law

✓ Energy efficiency incentives

✓ FCM adder on PPAs

• Appointed commissioners

✓ Staggered 6-year terms

Electric Supply

2026

Sep. 3rd:

Filed IRP

U-22127

Presentation endnotes are included at the end of the presentation.

Highlights

Storm Deferral

$57M

storm deferral

approved for 2026

Q1 storms

✓

Gas Order

Constructive

outcome with

support for ~60% of

final askb

✓

IRP Filed

15.8 GW clean

energy, 4.1 GW

battery & 1.4 GW

natural gas

✓

2027

By Apr. 2nd :

Expected

order

U-22070

Dec.:

File new

rate case

By Aug. 30th:

Expected

final order

U-22127

✓

Q4:

Expected

order

By Jun. 30th:

Expected

300-day order

U-22127

. . . on track to deliver in 2026 and beyond.

Amount Commentary

Financial Results & Outlook . . .

YTD 2026 Results

Long-Term Outlook

2026 Full-Year Outlook

2027 Full-Year Outlook

Adjusted EPS $2.95 Opportunities for reinvestment

are underway

Adjusted EPS Guidance

Annual Dividend Per Share

$3.83 – $3.90

$2.28

Toward the high end

Up 11¢

Adjusted EPS Guidance $4.08 – $4.17 Includes NorthStar restructuring

Adjusted EPS Growth

Dividend Payout Ratio

Utility Capital Plan ($B)a

+6% to +8%

~55% payout over time

$24

Toward the high end

Consistent DPS growth

To be updated on Q4 call

Presentation endnotes are included at the end of the presentation.

2025 Weather Rates,

Renewables

& Investment

Reliability,

Storms incl.

Productivity

Parent

Financing,

Tax & Other

Normal

Weather

Rates,

Renewables

& Investment

Reliability,

Storms incl.

Productivity

Parent

Financing,

Tax & Other

2026

2026 Adjusted EPS . . .

. . . continued confidence toward the high end.

First Nine Months

29¢

Three Months To-Go

0 – (7)¢

Presentation endnotes are included after the appendix.

$3.83 – $3.90

(5)¢

$3.61

34¢ 16¢

(9)¢

8¢

(9)-(16)¢ (16)¢

10¢

YTD

$2.95

YTD

$2.66

2025 2026

Reported EPS $2.59 $1.86

Adjustmentsa

0.07 1.09

Adjusted EPSa

$2.66 $2.95

YTD EPS Results

✓

Plan Actual

($M) ($M)

Consumers Energy:

First Mortgage Bonds $1,735 $1,750

CMS Energy:

Nov. 2025 Convert @ 3.125% $1,000 $1,000

Planned Equity ~$700 ~$495

Retirements (incl. term loans):

Consumers Energy $115b $115

CMS Energy $300 $300

Existing Facilities

$1,100M

(Nov-2030) $750M

(Nov-2030)

$300M

(Nov-2028)

Consumers

Energy

CMS

Energy

Financings

2026 Planned Financings . . .

. . . fund customer investments and provide ample liquidity.

Presentation endnotes are included after the appendix.

~$2.6B

a of net liquidity

✓

~$76/

Recession

Industry-Leading Financial Performance . . .

. . . for over two decades, regardless of conditions.

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026+

Recession

Adjusted EPS

Dividend Weather

Help

Hurt

Cold

winter

Mild

summer

Hot

summer

Warm

winter

Mild

summer

Cold

winter

Summer-less

Hot

summer

Hot

summer

Warm

winter

Mild

summer

Polar

vortex

Mild

winter

Warm

winter

Warm

winter

Hot

summer

Storms Hot

summer

Storms

Governor (D) Governor (R) Governor (D)

Commission (D) Commission (D) Commission (R) Commission (I) Commission (D)

Dave Joos John Russell Patti Poppe Ken

Whipple

Recession/

Pandemic

Garrick Rochow

Hot

summer

Mild w/

storms

Mild w/

storms

Hot w/

storms

+6% to +8% Adjusted EPS Growth

1212

Q&A

Thank You!

See you at EEI!

1313

Appendix

Strong Balance Sheet . . .

. . . maintains credit metrics and solid investment-grade ratings.

Consumers Energy

CMS Energy

Senior Secured

Commercial Paper

Outlook

Senior Unsecured

Junior Subordinated

Outlook

Last Review

P-2

Negative

Baa2

Baa3

Stable

Mar. 2026

A+

F-2

Stable

BBB

BB+

Stable

Mar. 2026

S&P Moody’s Fitch

✓ Forward-looking recovery

✓ Constructive rate construct

✓ Strong operating cash flow

generation

✓ 100% fixed rate debt

✓ Hybrid debt (w/ equity credit)

✓ Limited near-term maturities

Key Strengths

A-2

Stable

BBB

BBB-Stable

Dec. 2025

Endnotes

Presentation Endnotes

Slide 3: a

BofA Research, 2026 state rankings and D.C.

Slide 5: aAssumes 50% ownership for solar, wind and battery

Slide 6: aAnnual sales growth over 5-year plan through 2030, CAGR bAnticipated load at full ramp up

Slide 7: a

Excludes $25M deferral surcharge b

Represents company revised position of $232M

Slide 8: a

$24B utility capital investment plan (2026-2030)

Slide 9: aAdjusted EPS; see GAAP reconciliation

Slide 10: a

$2,182M in unreserved revolvers + $431M of unrestricted cash; excludes cash unavailable for debt retirement, such as cash held at NorthStar

GAAP Reconciliation

CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non-GAAP) basis and provides forward-looking guidance on an

adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income refer to net income available to

common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales,

impairments, restructuring costs, business optimization initiative, major enterprise resource planning software implementations, changes in accounting principles,

voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market

adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, or other items. Management views adjusted earnings as a key

measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors.

Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimatethe impact of specific line

items, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not

providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The adjusted earnings should be considered

supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings.

CMS ENERGY CORPORATION

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

In Millions, Except Per Share Amounts

Three Months Ended Nine Months Ended

9/30/26 9/30/25 9/30/26 9/30/25

Net Income Available to Common Stockholders $ 121 $ 275 $ 576 $ 775

Reconciling items:

Other exclusions from adjusted earnings (1) (13) 6 * 14

Tax impact 4 (2) (*) (4)

Asset impairment and restructuring activities 456 - 456 -

Tax impact (117) - (117) -

State tax policy change - - - 12

Adjusted net income – non-GAAP $ 451 $ 279 $ 915 $ 797

Average Common Shares Outstanding - Diluted 313.2 300.4 310.4 299.4

Diluted Earnings Per Average Common Share

Reported net income per share $ 0.39 $ 0.92 $ 1.86 $ 2.59

Reconciling items:

Other exclusions from adjusted earnings (1) (0.04) 0.02 * 0.04

Tax impact 0.01 (0.01) (*) (0.01)

Asset impairment and restructuring activities 1.45 - 1.47 -

Tax impact (0.37) - (0.38) -

State tax policy change - - - 0.04

Adjusted net income per share – non-GAAP $ 1.44 $ 0.93 $ 2.95 $ 2.66

* Less than $0.5 million or $0.01 per share.

** Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares

outstanding between periods.

(1) Includes major enterprise resource planning software implementations and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to

NorthStar Clean Energy's interest expense.

Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted

earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure and assess performance. Adjustments could include

items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, major enterprise resource planning software implementations,

changes in accounting principles, voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, or other items. The adjusted earnings should be considered supplemental

information to assist in understanding our business results, rather than as a substitute for reported earnings.

CMS ENERGY CORPORATION

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

by Quarter

(Unaudited)

Net Income Available to Common Stockholders $ 338 $ 117 $ 121 $ 302 $ 198 $ 275 $ 286

Reconciling items:

Electric utility and gas utility 11 4 * * 4 6 6

Tax impact (3) (1) (*) (*) 11 (2) (1)

NorthStar Clean Energy (*) (2) 443 3 1 * (1)

Tax impact * * (113) (1) (*) (*) (*)

Corporate interest and other - - - - - - -

Tax impact - - - - (*) - -

Adjusted Net Income – Non-GAAP $ 346 $ 118 $ 451 $ 304 $ 214 $ 279 $ 290

Average Common Shares Outstanding – Diluted 307.1 310.8 313.2 299.1 299.1 300.4 305.8

Diluted Earnings Per Average Common Share $ 1.10 $ 0.37 $ 0.39 $ 1.01 $ 0.66 $ 0.92 $ 0.94

Reconciling items:

Electric utility and gas utility 0.04 0.01 * * 0.01 0.02 0.02

Tax impact (0.01) (*) (*) (*) 0.04 (0.01) (*)

NorthStar Clean Energy (*) (0.01) 1.41 0.01 * * (0.01)

Tax impact * * (0.36) (*) (*) (*) *

Corporate interest and other - - - - - - -

Tax impact - - - - (*) - -

Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.13 $ 0.37 $ 1.44 $ 1.02 $ 0.71 $ 0.93 $ 0.95

* Less than $0.5 million or $0.01 per share.

3Q 4Q

2025

In Millions, Except Per Share Amounts

1Q 2Q 3Q

2026

1Q 2Q

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