CMS ENERGY CORP

Presented in the following table is CMS Energy’s long-term debt at December 31:

1 Holders of the convertible senior notes may convert their notes at their option in accordance with the conditions outlined in the related indentures. CMS Energy will settle conversions of the notes in accordance with the terms outlined in the related indentures. The conversion rate will be subject to adjustment for anti‑dilutive events and fundamental change and redemption provisions as described in the related indentures. There are no sinking fund requirements for the notes.

2 At December 31, 2025, the conversion price for the notes was $73.61 per share of common stock. Unamortized debt costs associated with this issuance were $6 million at December 31, 2025 and $9 million at December 31, 2024.

3 At December 31, 2025, the conversion price for the notes was $90.61 per share of common stock. Unamortized debt costs associated with this issuance were $12 million at December 31, 2025.

4 These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness.

5 On June 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 4.116 percent.

6 On December 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 2.900 percent.

7 On June 1, 2035, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 1.961 percent.

8 Loans under this facility have an interest rate of one-month Term SOFR plus 1.750 percent less an adjustment of 0.050 percent for green credit advances. At December 31, 2025, the weighted-average interest rate for the loans issued under this facility was 5.436 percent.

9 Loans under this facility have an interest rate of one-month Term SOFR plus 2.250 percent. At December 31, 2025, the weighted-average interest rate for the loans issued under this facility was 6.476 percent. At completion of project construction, scheduled for the first half of 2026, a portion of this financing will convert into a term loan that will mature five years after the conversion date.

Presented in the following table is Consumers’ long-term debt at December 31:

1 The variable-rate bonds bear interest quarterly at a rate of three‑month SOFR minus 0.038 percent, subject to a zero‑percent floor. At December 31, 2025, the interest rates were 3.685 percent for bonds due September 2069,3.851 percent for bonds due May 2070, and 3.897 percent for bonds due October 2070. The interest rate for the variable-rate bonds at December 31, 2024 were 4.320 percent,4.483 percent, and 4.551 percent, respectively. The holders of these variable-rate bonds may put them to Consumers for redemption on certain dates prior to their stated maturity, including dates within one year of December 31, 2025.

2 The interest rate on these tax-exempt revenue bonds will reset on October 8, 2026.

3 The interest rate on these tax‑exempt revenue bonds will reset on October 1, 2027.

4 The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2014 Securitization Funding, was 3.528 percent at December 31, 2025 and 2024.

5 Principal and interest payments are made semiannually.

6 The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2023 Securitization Funding, was 5.281 percent at December 31, 2025 and 5.322 percent at December 31, 2024.

7 Long-term debt – related parties reflects Consumers’ outstanding debt held by its parent as a result of CMS Energy’s repurchase of Consumers’ first mortgage bonds. Unamortized discounts associated with the repurchase of Consumers’ first mortgage bonds were $5 million at December 31, 2025 and 2024. Unamortized issuance costs were $9 million at December 31, 2025 and $7 million at December 31, 2024.

Financings: Presented in the following table is a summary of major long-term debt issuances during 2025:

Retirements: Presented in the following table is a summary of major long-term debt retirements during 2025:

CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $184 million during 2025 in exchange for cash of $109 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $72 million during 2025, which was recorded in other income on CMS Energy’s consolidated statements of income. Interest expense related to the repurchased bonds was $28 million for the year ended December 31, 2025, which was recorded in interest expense – related parties on Consumers’ consolidated statements of income.

In 2024, CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $404 million in exchange for cash of $289 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds resulted in a pre-tax gain of $110 million for the year ended December 31, 2024. Interest expense related to the repurchased bonds was $19 million for the year ended December 31, 2024.

In 2023, CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $431 million in exchange for cash of $293 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds resulted in a pre-tax gain of $131 million for the year ended

December 31, 2023. Interest expense related to the repurchased bonds was $5 million for the year ended December 31, 2023.

Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Its short-term authorization ends on May 2, 2026. In January 2026, Consumers filed an application with FERC for authority to issue long-term and short-term debt securities between May 1, 2026 and April 30, 2028.

First Mortgage Bonds: Consumers secures its first mortgage bonds by a mortgage and lien on substantially all of its property. Consumers’ ability to issue first mortgage bonds is restricted by certain provisions in the First Mortgage Bond Indenture and the need for regulatory approvals under federal law. Restrictive issuance provisions in the First Mortgage Bond Indenture include achieving a two‑times interest coverage ratio and having sufficient unfunded net property additions.

Securitization Bonds: Certain regulatory assets held by Consumers’ subsidiaries, Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding, collateralize Consumers’ securitization bonds. Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding are distinct subsidiaries. The bondholders of each entity have no recourse to the other’s assets or the assets of Consumers. Consumers collects securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected by Consumers on behalf of each entity are remitted to that subsidiary’s account and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than the subsidiary that issued the bonds.

Debt Maturities: At December 31, 2025, the aggregate annual maturities for long-term debt for the next five years, based on stated maturities or earlier put dates, were:

Credit Facilities: The following credit facilities with banks were available at December 31, 2025:

1 There wereno borrowings under this facility during the year ended December 31, 2025.

2 Obligations under this facility are secured by certain pledged equity interests in subsidiaries of NorthStar Clean Energy; under the terms of this facility, the interests may not be sold by NorthStar Clean Energy unless there is an agreed-upon substitution for the pledged equity interests. At December 31, 2025, the net book value of the pledged equity interests was $514 million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMS Energy in the event of default.

3 This letter of credit facility is available to a subsidiary of Aviator Wind Equity Holdings and is secured by assets of Aviator Wind. For more information regarding Aviator Wind Equity Holdings and Aviator Wind, see Note 19, Variable Interest Entities.

4 The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy. The letter of credit facility is secured under a construction-to-term financing agreement and will expire five years after the term conversion date.

5 Obligations under these facilities are secured by first mortgage bonds of Consumers.

6 There wereno borrowings under these facilities during the year ended December 31, 2025.

7 Uncommitted letter of credit facility with automatic renewal provisions and therefore no expiration.

Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest rates. These issuances are supported by Consumers’ revolving credit facilities and may have an aggregate principal amount outstanding of up to $500 million. While the amount of outstanding commercial paper does not reduce the available capacity of the revolving credit facilities, Consumers does not intend to issue commercial paper in an amount exceeding the available capacity of the facilities. At December 31, 2025, there wereno commercial paper notes outstanding under this program.

In December 2025, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million at an interest rate of the prior month’s average one‑month Term SOFR minus 0.100 percent. At December 31, 2025, outstanding borrowings under the agreement were $340 million bearing interest at 3.859 percent, recorded as current notes payable – related parties on Consumers’ consolidated balance sheets.

NorthStar Clean Energy’s Supplier Financing Program: Under a supplier financing program, NorthStar Clean Energy agrees to pay a bank that is acting as its payment agent the stated amount of confirmed invoices from participating suppliers on the original maturity dates of the invoices. The bank is required to pay the supplier invoices that have been confirmed as valid under the program in full within 135 days of the invoice date. NorthStar Clean Energy does not provide collateral or a guarantee to the bank in support of its payment obligations under the agreement, nor does it pay a fee for the service. NorthStar Clean Energy or the bank may terminate the supplier financing program agreement upon 30 days prior written notice to the other party. Obligations under this program are accounted for inaccounts payable on CMS Energy’s consolidated balance sheets.

Presented in the following table is the activity under NorthStar Clean Energy’s supplier financing program during the year ended December 31, 2025

Dividend Restrictions: At December 31, 2025, payment of dividends by CMS Energy on its common stock was limited to $8.9 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at December 31, 2025, Consumers had $2.5 billion of unrestricted retained earnings available to pay dividends on its common stock to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that, under a variety of circumstances, dividends from Consumers on its common stock would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay dividends on its common stock in excess of retained earnings would be based on specific facts and circumstances and would be subject to a formal regulatory filing process.

During the year ended December 31, 2025, Consumers paid $898 million in dividends on its common stock to CMS Energy.

Capitalization: The authorized capital stock of CMS Energy consists of:

•350 million shares of CMS Energy Common Stock, par value $0.01 per share

•10 million shares of CMS Energy Preferred Stock, par value $0.01 per share

Issuance of Common Stock: In 2023, CMS Energy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions.

Under the forward sales transactions, CMS Energy may either settle physically by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or settle net by delivering or receiving cash or shares. CMS Energy may settle the contracts at any time through their maturity dates, and presently intends to physically settle the contracts by delivering shares of its common stock.

As of December 31, 2024, CMS Energy had 0.4 million shares contracted under forward sale agreements at a weighted average initial forward price of $69.43 per share. During the year ended December 31, 2025, CMS Energy entered into forward sale agreements for approximately 6.7 million shares at a weighted average initial forward price of $71.08 per share. During the same period, CMS Energy settled forward sale contracts under this program by issuing approximately 7.0 million shares at a weighted average price of $71.16 per share, resulting in net proceeds of$497 million. Following these transactions, outstanding forward contracts under the program have an aggregate sales price of $8 million, maturing November 30, 2026.

The initial forward price in the forward equity sale contracts includes a deduction for commissions and will be adjusted on a daily basis over the term based on an interest rate factor and decreased on certain dates by certain predetermined amounts to reflect expected dividend payments. No amounts are recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net share settle or net cash settle the contracts as of December 31, 2025, it would not have been required to deliver shares or pay cash.

Preferred Stock: CMS Energy’s Series C preferred stock is traded on the New York Stock Exchange under the symbol CMS PRC. Depositary shares represent a 1/1000th interest in a share of its Series C preferred stock. The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at any time on or after July 15, 2026. The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation. Presented in the following table are details of CMS Energy’s Series C preferred stock at December 31, 2025 and 2024:

Preferred Stock of Subsidiary: Consumers’ preferred stock is traded on the New York Stock Exchange under the symbol CMS-PB. Presented in the following table are details of Consumers’ preferred stock at December 31, 2025 and 2024: