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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)
February 11, 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 |
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 |
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: ¨
If
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. ¨
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| 1.1 | Equity Distribution Agreement dated December 7, 2023 by and 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,
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., (Exhibit 1.1 to Form 8-K filed December 7, 2023 and incorporated herein by reference) |
| 5.1 | Opinion of Melissa M. Gleespen, Esq., Vice President, Chief Compliance Officer and Corporate Secretary of CMS Energy |
| 23.1 | Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1) |
| 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 Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
CMS ENERGY CORPORATION |
| |
|
|
| |
|
|
| Dated: February 11, 2026 |
By: |
/s/ Rejji P. Hayes |
| |
|
Rejji P. Hayes |
| |
|
Executive Vice President and Chief Financial Officer |
