On November 3, 2026, CMS Energy Corporation filed a Current Report on Form 8-K announcing the issuance of $1,000,000,000 in aggregate principal amount of 6.800% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The company utilized a shelf registration process, referencing a Registration Statement on Form S-3 (No. 333-293382) and a Preliminary Prospectus Supplement dated October 29, 2026.
The offering was completed pursuant to an underwriting agreement dated October 29, 2026, among CMS Energy and the underwriters Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC.
CMS Energy stated that the net proceeds from the sale will be used to repay maturing debt and for general corporate purposes. Specifically, the company intends to use the funds to retire the $275 million 2.95% Senior Notes due February 2027 and the $350 million 3.45% Senior Notes due August 2027.
The filing also details the estimated expenses associated with the transaction. Total costs are projected to be $1,800,000, broken down as follows: $87,000 for SEC registration fees, $55,000 for independent auditor services, $12,650 for trustee fees, $75,000 for legal expenses, and $1,550,350 for rating agency fees.
