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 5, 2026

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.
1-9513	CMS ENERGY CORPORATION<br><br> <br>(A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-2726431
1-5611	CONSUMERS ENERGY COMPANY<br><br> <br>(A Michigan Corporation)<br><br> One Energy Plaza<br><br> Jackson, Michigan 49201<br><br> (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,<br> 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<br> 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 ¨

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.  CMS Energy Corporation ¨ Consumers Energy Company ¨

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-02-05
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 February 5, 2026, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2025 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 February 5, 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 2025 results and provide a business and financial outlook on February 5 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 February 5, 2026
99.2		CMS Energy presentation dated February 5, 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: February 5, 2026	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: February 5, 2026	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

CMS Energy ExceedsEarnings Guidance in 2025, Raises 2026 Adjusted EPS Guidance

JACKSON, Mich., Feb. 5, 2026 – CMS Energy announced today reported earnings per share of $3.53 for 2025, compared to $3.33 per share for 2024. The company’s adjusted earnings per share for 2025 were $3.61, compared to $3.34 per share for 2024, exceeding the guidance range largely due to outperformance at NorthStar Clean Energy. CMS Energy also increased its annual dividend by 11 cents per share to $2.28 for 2026, the 20^th^ increase in as many years.

CMS Energy raised its 2026 adjusted earnings guidance to $3.83 to $3.90 from $3.80 to $3.87 per share (*See below for important information about non-GAAP measures) and reaffirmed long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.

“CMS Energy had a successful year delivering for all stakeholders in 2025. Our accomplishments include constructive regulatory outcomes, solid cost performance at the Utility and strong results at NorthStar,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “Our customers remain our top priority as the CMS Energy team works every day to improve reliability and affordability.”

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.

#

*CMSEnergy will hold a webcast to discuss its 2025 year-end results and provide a business and financial outlook on Thursday, February 5,2026 at 10:00 a.m. (EST). To participate in the webcast, go to CMS Energy’s homepage (*cmsenergy.com)and select “Events and Presentations.”

Importantinformation 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, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, 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.

This newsrelease contains "forward-looking statements." The forward-looking statements are subject to risks and uncertainties that couldcause CMS Energy's and Consumers Energy's results to differ materially. All forward-looking statements should be considered in the contextof the risk and other factors detailed from time to time in CMS Energy's and Consumers Energy's Securities and Exchange Commission filings.

Media Contacts: Katie Carey, 517/740-1739

InvestmentAnalyst Contact: Travis Uphaus, 517/817-9241

| 2 |

| --- |

Page 1of 3

CMS ENERGYCORPORATION

ConsolidatedStatements of Income

(Unaudited)

	In Millions, Except Per Share Amounts
****	Three Months Ended					****	Twelve Months Ended					****
****	12/31/25		****	12/31/24		****	12/31/25		****	12/31/24		****
Operating revenue	$	2,233		$	1,989		$	8,539		$	7,515
Operating expenses		1,798			1,564			6,812			6,028
Operating Income		435			425			1,727			1,487
Other income		61			61			310			344
Interest charges		201			180			789			708
Income Before Income Taxes		295			306			1,248			1,123
Income tax expense		53			51			246			176
Net Income		242			255			1,002			947
Loss attributable to noncontrolling interests		(47	)		(10	)		(69	)		(56	)
Net Income Attributable to CMS Energy		289			265			1,071			1,003
Preferred stock dividends		3			3			10			10
Net Income Available to Common Stockholders	$	286		$	262		$	1,061		$	993
Diluted Earnings Per Average Common Share	$	0.94		$	0.87		$	3.53		$	3.33

Page 2of 3

CMS ENERGYCORPORATION

SummarizedConsolidated Balance Sheets

(Unaudited)

	In Millions
****	As of
	12/31/25		12/31/24
Assets
Current assets
Cash and cash equivalents	$	509	$	103
Restricted cash and cash equivalents		106		75
Other current assets		2,857		2,612
Total current assets		3,472		2,790
Non-current assets
Plant, property, and equipment		30,680		27,461
Other non-current<br> assets		5,789		5,669
Total Assets	$	39,941	$	35,920
Liabilities and Equity
Current<br> liabilities ^(1)^	$	2,592	$	2,261
Non-current<br> liabilities ^(1)^		8,740		8,345
Capitalization
Debt<br> and finance leases (excluding securitization debt) ^(2)^		18,313		15,866
Preferred stock and securities		224		224
Noncontrolling interests		567		518
Common stockholders'<br> equity		8,920		8,006
Total capitalization (excluding securitization<br> debt)		28,024		24,614
Securitization<br> debt ^(2)^		585		700
Total Liabilities and Equity	$	39,941	$	35,920

^(1)^Excludes debt and finance leases.

^(2)^Includes current and non-current portions.

CMS ENERGY CORPORATION

Summarized ConsolidatedStatements of Cash Flows

(Unaudited)

	In Millions
	Twelve Months Ended
****	12/31/25		****	12/31/24		****
Beginning of Period Cash and Cash Equivalents, Including<br> Restricted Amounts	$	178		$	248
Net cash provided by operating activities		2,235			2,370
Net cash used<br> in investing activities		(4,038	)		(3,054	)
Cash flows from operating and investing<br> activities		(1,803	)		(684	)
Net cash provided<br> by financing activities		2,240			614
Total Cash Flows	$	437		$	(70	)
End of Period Cash and Cash Equivalents, Including<br> Restricted Amounts	$	615		$	178

Page 3of 3

CMS ENERGYCORPORATION

Reconciliationof GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

	In Millions, Except Per Share Amounts
****	Three Months Ended					Twelve Months Ended					****
	12/31/25			12/31/24		12/31/25			12/31/24
Net Income Available to Common Stockholders	$	286		$	262	$	1,061		$	993
Reconciling items:
Disposal of discontinued operations<br> (gain) loss		-			*		-			*
Tax impact		-			(*)		-			(*)
Other exclusions from adjusted earnings**		5			*		19			6
Tax impact		(1	)		(*)		(5	)		(1	)
State tax policy change		(*)			-		12			-
Voluntary separation program		-			-		-			*
Tax impact		-			-		-			(*)
Adjusted net income – non-GAAP	$	290		$	262	$	1,087		$	998
Average Common Shares Outstanding - Diluted		305.8			298.7		301.0			298.3
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.94		$	0.87	$	3.53		$	3.33
Reconciling items:
Disposal of discontinued operations<br> (gain) loss		-			*		-			*
Tax impact		-			(*)		-			(*)
Other exclusions from adjusted earnings**		0.01			*		0.05			0.01
Tax impact		(*)			(*)		(0.01	)		(*)
State tax policy change		(*)			-		0.04			-
Voluntary separation program		-			-		-			*
Tax impact		-			-		-			(*)
Adjusted net income per share –<br> non-GAAP	$	0.95		$	0.87	$	3.61		$	3.34
*	Less<br>than $0.5 million or $0.01 per share.
---	---
**	Includes<br>business optimization initiative, major enterprise resource planning software implementations, and unrealized gains or losses from mark-to-market<br>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.

Exhibit 99.2