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CMS Energy said it is continuing an equity offering program under which it may offer and sell up to $1,000,000,000 of common stock in aggregate sales price, and that about $492.3 million remains available for sale under the new prospectus supplement dated February 11, 2026.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. CMS Energy said it is continuing an equity offering program under which it may offer and sell up to $1,000,000,000 of common stock in aggregate sales price, and that about $492.3 million remains available for sale under the new prospectus supplement dated February 11, 2026.

  2. The company said that, as of the date of the new prospectus supplement, it had already offered and sold shares with an aggregate offering price of about $507.7 million under the prior prospectus supplement and accompanying prospectus.

  3. CMS Energy said the forward purchasers or their affiliates will borrow shares from third parties and sell them through the forward sellers, and that it will not receive proceeds from those borrowed-share sales. It expects to receive cash proceeds per share equal to the forward sale price upon physical settlement, but it may elect cash settlement or net share settlement instead.

  4. The company said it has no obligation to offer or sell any shares in the offering, and that actual sales will depend on market conditions and the trading price of its common stock. It said the program is conducted under the equity distribution agreement dated December 7, 2023, and that it may suspend offers or terminate the agreement at any time.

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.

Program Size and Remaining Capacity

CMS Energy said it is continuing an equity offering program under which it may offer and sell up to $1,000,000,000 of common stock in aggregate sales price, and that about $492.3 million remains available for sale under the new prospectus supplement dated February 11, 2026.

Source · Based on the filing body and exhibits

Sales Under the Prior Prospectus Supplement

The company said that, as of the date of the new prospectus supplement, it had already offered and sold shares with an aggregate offering price of about $507.7 million under the prior prospectus supplement and accompanying prospectus.

Source · Based on the filing body and exhibits

Forward Sale Structure and Settlement Methods

CMS Energy said the forward purchasers or their affiliates will borrow shares from third parties and sell them through the forward sellers, and that it will not receive proceeds from those borrowed-share sales. It expects to receive cash proceeds per share equal to the forward sale price upon physical settlement, but it may elect cash settlement or net share settlement instead.

Source · Based on the filing body and exhibits

No Sales Obligation and Contract Structure

The company said it has no obligation to offer or sell any shares in the offering, and that actual sales will depend on market conditions and the trading price of its common stock. It said the program is conducted under the equity distribution agreement dated December 7, 2023, and that it may suspend offers or terminate the agreement at any time.

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.