CMS 8-K filed 2026 · insiderdelta

Item 8.01. Other Events.

In connection with the continuation of an equity offering program under
which shares (the “Shares”) of the common stock of CMS Energy Corporation (“CMS Energy”) having an aggregate sales
price of up to $1,000,000,000 may be offered and sold from time to time (the “Offering”), CMS Energy filed today with the
Securities and Exchange Commission (the “SEC”) an updated prospectus supplement dated February 11, 2026 (the “New Prospectus
Supplement”). Under the New Prospectus Supplement, Shares having an aggregate offering price of approximately $492.3 million remain
available for offer and sale. The Shares may be offered and sold in amounts and at times to be determined by CMS Energy from time to time,
but CMS Energy 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 by CMS Energy from time to time, including (among others) market conditions, the trading price of CMS Energy’s
common stock and determinations by CMS Energy of the appropriate sources of funding for CMS Energy.

The Offering will occur pursuant to an equity distribution agreement
(“Agreement”), dated December 7, 2023 and entered into among (A) CMS Energy, (B) Barclays Bank PLC, JPMorgan
Chase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Royal Bank of Canada and The Bank of Nova
Scotia, each in its capacity as purchaser under any forward sale agreement (the “Forward Purchasers”), and (C) Barclays
Capital Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Scotia
Capital (USA) Inc., each in its capacity as agent for CMS Energy and/or principal (the “Agents”), and each in its capacity
as agent for the related Forward Purchaser (the “Forward Sellers”). The Agents and the Forward Sellers will be entitled to
compensation as provided under the terms of the Agreement. Under the Agreement, CMS Energy has offered and sold Shares having an aggregate
offering price of approximately $507.7 million as of the date of the New Prospectus Supplement pursuant to a previous prospectus supplement
and accompanying prospectus. As such, as of the date of the New Prospectus Supplement, Shares having an aggregate offering price of approximately
$492.3 million remain available for offer and sale pursuant to the Agreement.

In connection with each particular forward sale transaction, the relevant
Forward Purchaser or its affiliate will, at CMS Energy’s request, borrow from third parties and, through the relevant Forward Seller,
sell a number of the Shares equal to the number of Shares underlying the particular forward sale transaction.

CMS Energy will not receive any proceeds from the sale of borrowed
shares by a Forward Seller. CMS Energy expects to physically settle each particular forward sale transaction with the relevant Forward
Purchaser on one or more dates specified by CMS Energy on or prior to the maturity date of that particular forward sale agreement, in
which case CMS Energy expects to receive per share cash proceeds at settlement equal to the forward sale price under the relevant forward
sale agreement. However, CMS Energy may elect to cash settle or net share settle a particular forward sale transaction, in 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 net share settlement),
and CMS Energy may owe cash (in the case of cash settlement) or shares (in the case of net share settlement) to the relevant Forward Purchaser.

Sales of the Shares, if any, under the Agreement may be made in privately
negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under
the Securities Act of 1933, as amended, including by ordinary brokers’ transactions through the facilities of the New York Stock
Exchange, to or through a market maker or directly on or through an electronic communications network, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at negotiated prices, in block transactions, through forward purchases/sales,
in any manner permitted by applicable law, or as otherwise agreed with the Agents or the Forward Purchasers and the Forward Sellers and
described in the Prospectus Supplement. CMS Energy may at any time suspend solicitation and offers under the Agreement or terminate the
Agreement.

The Shares will be offered pursuant to the New Prospectus Supplement
and CMS Energy’s automatic shelf registration statement on Form S-3 (File No. 333-293382) filed on February 11, 2026,
with the SEC (the “Registration Statement”). This Current Report shall not constitute an offer to 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 or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.

The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by the provisions of the Agreement which was previously filed as Exhibit 1.1 to the Form 8-K filed
December 7, 2023 and is incorporated by reference herein.

This Current Report on Form 8-K is being filed to file certain
documents in connection with the Offering as exhibits to the Registration Statement.
CMS Cms Energy Corp - 8-K

Item 8.01 - Other Events

Item 9.01 - Financial Statements and Exhibits
