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CMS Energy logoCMS Energy CMS

CMS Energy said it completed the sale of $1,000,000,000 of 3.125% Convertible Senior Notes due 2031 on November 6, 2025, including $150,000,000 from the full exercise of the initial purchasers' option to buy additional notes.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. CMS Energy said it completed the sale of $1,000,000,000 of 3.125% Convertible Senior Notes due 2031 on November 6, 2025, including $150,000,000 from the full exercise of the initial purchasers' option to buy additional notes.

  2. The company said it sold the notes in a private offering to persons reasonably believed to be qualified institutional buyers under Rule 144A. The notes bear a fixed interest rate of 3.125% per year, payable semiannually in arrears from May 1, 2026 on May 1 and November 1 each year, and mature on May 1, 2031.

  3. The company said the conversion rate is 11.0360 shares of common stock per $1,000 principal amount of notes, equal to an initial conversion price of about $90.61. It said this represents a premium of about 25% over the last reported sale price of its common stock on November 3, 2025. Upon conversion, it will pay cash up to the principal amount, and it will choose whether to pay the excess in cash, shares or a combination of both.

  4. The company said it may not redeem the notes before May 7, 2029. On or after that date, it may redeem the notes for cash if the last reported sale price of its common stock has been at least 130% of the conversion price for at least 20 trading days during a 30 consecutive trading day period. The maximum number of common shares issuable upon conversion is 13,795,000 shares.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

CMS Energy completes $1,000,000,000 sale of 3.125% Convertible Senior Notes due 2031

CMS Energy said it completed the sale of $1,000,000,000 of 3.125% Convertible Senior Notes due 2031 on November 6, 2025, including $150,000,000 from the full exercise of the initial purchasers' option to buy additional notes.

Source · Based on the filing body and exhibits

Rule 144A private offering and interest and maturity terms

The company said it sold the notes in a private offering to persons reasonably believed to be qualified institutional buyers under Rule 144A. The notes bear a fixed interest rate of 3.125% per year, payable semiannually in arrears from May 1, 2026 on May 1 and November 1 each year, and mature on May 1, 2031.

Source · Based on the filing body and exhibits

Conversion price and settlement method

The company said the conversion rate is 11.0360 shares of common stock per $1,000 principal amount of notes, equal to an initial conversion price of about $90.61. It said this represents a premium of about 25% over the last reported sale price of its common stock on November 3, 2025. Upon conversion, it will pay cash up to the principal amount, and it will choose whether to pay the excess in cash, shares or a combination of both.

Source · Based on the filing body and exhibits

Early redemption terms and maximum shares issuable

The company said it may not redeem the notes before May 7, 2029. On or after that date, it may redeem the notes for cash if the last reported sale price of its common stock has been at least 130% of the conversion price for at least 20 trading days during a 30 consecutive trading day period. The maximum number of common shares issuable upon conversion is 13,795,000 shares.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.