Filed 2026-02-10 · Period ending 2025-12-31 · 86,716 words · SEC EDGAR
# CMS ENERGY CORP (CMS) — 10-K **Filed:** 2026-02-10 **Period ending:** 2025-12-31 **Accession:** 0000811156-26-000004 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/811156/000081115626000004/) **Origin leaf:** e204e922fd7aff27ff32ad7de08bd542c2ac419046d933f060c851c5078be6c7 **Words:** 86,716 --- [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | | UNITEDSTATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C. 20549FORM10-KxANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____to_____ | | | Commission File No. | Registrant; State of Incorporation; Address; and Telephone Number | IRS Employer Identification No. | | | 1-9513 | | CMSENERGY CORPORATION | 38-2726431 | | | (A Michigan Corporation)One Energy Plaza, Jackson, Michigan 49201(517) 788-0550 | | | | | 1-5611 | | CONSUMERSENERGY COMPANY | 38-0442310 | | | (A Michigan Corporation)One Energy Plaza, Jackson, Michigan 49201(517) 788-0550 | | | | | Securities registered pursuant to Section12(b) of the Act: | | | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | | CMSEnergy Corporation Common Stock, $0.01 par value | CMS | New York Stock Exchange | | | CMSEnergy Corporation 5.625% Junior Subordinated Notes due 2078 | CMSA | New York Stock Exchange | | | CMSEnergy Corporation 5.875% Junior Subordinated Notes due 2078 | CMSC | New York Stock Exchange | | | CMSEnergy Corporation 5.875% Junior Subordinated Notes due 2079 | CMSD | New York Stock Exchange | | | CMSEnergy Corporation Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | CMSPRC | New York Stock Exchange | | | Consumers Energy Company Cumulative Preferred Stock, $100parvalue: $4.50Series | CMS-PB | New York Stock Exchange | | | | | Securities registered pursuant to Section12(g) of the Act: | None | | | | | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. | | | CMSEnergy Corporation: | Yes | | No | | Consumers Energy Company: | Yes | | No | | | | | | Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. | | | CMSEnergy Corporation: | Yes | | No | | Consumers Energy Company: | Yes | | No | | | | | | Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. | | | CMSEnergy Corporation: | Yes | | No | | Consumers Energy Company: | Yes | | No | | | | | | Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationST (232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). | | | CMSEnergy Corporation: | Yes | | No | | Consumers Energy Company: | Yes | | No | | | | | | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b2 of the ExchangeAct. | | | CMSEnergy Corporation: | ConsumersEnergy Company: | | | Large accelerated filer | | Large accelerated filer | | | | Nonaccelerated filer | | Nonaccelerated filer | | | | Accelerated filer | | Accelerated filer | | | | Smaller reporting company | | Smaller reporting company | | | | Emerging growth company | | 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 Section13(a) of the Exchange Act. | | | CMSEnergy Corporation: | | Consumers Energy Company: | | | | | | Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | CMSEnergy Corporation: | | Consumers Energy Company: | | | | | | If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | CMSEnergy Corporation: | | Consumers Energy Company: | | | | | | Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). | | | CMSEnergy Corporation: | | Consumers Energy Company: | | | | | | Indicate by check mark whether the registrant is a shell company (as defined in Rule12b2 of the Exchange Act). | | | CMSEnergy Corporation: | Yes | | No | | Consumers Energy Company: | Yes | | No | | | The aggregate market value of CMSEnergy voting and nonvoting common equity held by nonaffiliates was $20.644billion for the 297,980,694 CMSEnergy Corporation Common Stock shares outstanding on June30,2025 based on the closing sale price of $69.28 for CMSEnergy Corporation Common Stock, as reported by the New York Stock Exchange on such date. There were noshares of Consumers common equity held by nonaffiliates as of June30,2025.There were 306,420,901 shares of CMSEnergy Corporation Common Stock outstanding on January16, 2026. On January16, 2026, CMSEnergy held all 84,108,789 outstanding shares of common stock of Consumers.Documents incorporated by reference in PartIII:CMSEnergys and Consumers proxy statement relating to their 2026Annual Meetings of Shareholders to be held May8,2026. Table of ContentsTable of ContentsCMSEnergy CorporationConsumers Energy CompanyAnnual Reports on Form10K to the Securities and Exchange Commission for the Year Ended December31,2025Table of Contents | | | Glossary | 2 | | | Filing Format | 13 | | | | | Forward-looking Statements and Information | 13 | | | PartI | 17 | | | Item1. | Business | 17 | | | Item1A. | Risk Factors | 39 | | | Item1B. | Unresolved Staff Comments | 51 | | | Item1C. | Cybersecurity | 51 | | | Item2. | Properties | 53 | | | Item3. | Legal Proceedings | 53 | | | Item4. | Mine Safety Disclosures | 53 | | | PartII | 54 | | | Item5. | Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 54 | | | Item6. | Reserved | 55 | | | | | | | Item7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 56 | | | Item7A. | Quantitative and Qualitative Disclosures About Market Risk | 91 | | | Item8. | Financial Statements and Supplementary Data | 93 | | | | | | | Item9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 195 | | | Item9A. | Controls and Procedures | 195 | | | | | Item9B. | Other Information | 197 | | | Item9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 197 | | | | | | | | | | | | | | | | | | | PartIII | 198 | | | Item10. | Directors, Executive Officers and Corporate Governance | 198 | | | Item11. | Executive Compensation | 199 | | | Item12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 199 | | | Item13. | Certain Relationships and Related Transactions, and Director Independence | 199 | | | Item14. | Principal Accountant Fees and Services | 200 | | | PartIV | 201 | | | Item15. | Exhibits and Financial Statement Schedules | 201 | | | Item16. | Form10-K Summary | 214 | | | Signatures | 215 | | | | 1Table of ContentsGlossaryCertain terms used in the text and financial statements are defined below. | | | | | | | | | 2023Energy Law | | | Michigans Public Acts229, 230, 231, 233, 234, and 235 of 2023 | | | | | | | | | | | | | | | | | ABATE | | | Association of Businesses Advocating Tariff Equity | | | | | ABO | | | Accumulated benefit obligation; the liabilities of a pension plan based on service and pay to date, which differs from the PBO in that it does not reflect expected future salary increases | | | | | AFUDC | | | Allowance for borrowed and equity funds used during construction | | | | | | | | | | | AOCI | | | Accumulated other comprehensive income (loss) | | | | | ARO | | | Asset retirement obligation | | | | | ASC715 | | | Financial Accounting Standards Board Accounting Standards Codification Topic715, CompensationRetirement Benefits | | | | | ASC740 | | | Financial Accounting Standards Board Accounting Standards Codification Topic740, Income Taxes | | | | | ASP | | | Appliance Service Plan | | | | | ASU | | | Financial Accounting Standards Board Accounting Standards Update | | | | | Audit Committee | | | The Audit Committee of the Board, which is composed entirely of independent directors. | | | | | Aviator Wind | | | Aviator Wind Holdings,LLC, a VIE in which Aviator Wind Equity Holdings holds a ClassB membership interest | | | | 2Table of Contents | | | Aviator Wind Equity Holdings | | | Aviator Wind Equity Holdings,LLC, a VIE in which Grand River Wind,LLC, a wholly owned subsidiary of NorthStar Clean Energy, has a 51percent interest | | | | | Bay Harbor | | | A residential/commercial real estate area located near Petoskey, Michigan, in which CMSEnergy sold its interest in 2002 | | | | | Bcf | | | Billion cubic feet | | | | | BGSolar Holdings | | | BGSolar Holdings,LLC, a VIE in which BGSolar HoldingsI,LLC, a wholly owned subsidiary of Grand River Solar,LLC, a wholly owned subsidiary of NorthStar Clean Energy, holds a ClassB membership interest | | | | | Board | | | Board of Directors of CMSEnergy and Consumers | | | | | | | | | | | | | | | | | CAO | | | Chief Accounting Officer | | | | | | | | | | | CCR | | | Coal combustion residual | | | | | | | | | | | | | | | | | CEO | | | Chief Executive Officer | | | | | CERCLA | | | Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended | | | | | CFO | | | Chief Financial Officer | | | | | CIO | | | Chief Information Officer | | | | | City-gate contract | | | An arrangement made for the point at which a local distribution company physically receives gas from a supplier or pipeline | | | | | Clean Air Act | | | Federal Clean Air Act of 1963, as amended | | | | 3Table of Contents | | | Clean Water Act | | | Federal Water Pollution Control Act of 1972, as amended | | | | | CMSCapital | | | CMSCapital,L.L.C., a wholly owned subsidiary of CMSEnergy | | | | | CMSEnergy | | | CMSEnergy Corporation and its consolidated subsidiaries, unless otherwise noted; the parent of Consumers and NorthStar Clean Energy | | | | | | | | | | | CMSERM | | | CMSEnergy Resource Management Company a wholly owned subsidiary of NorthStar Clean Energy | | | | | | | | | | | CMSGas Transmission | | | CMSGasTransmissionCompany, a wholly owned subsidiary of NorthStar Clean Energy | | | | | | | | | | | CMSLand | | | CMSLand Company, a wholly owned subsidiary of CMSCapital,L.L.C., a wholly owned subsidiary of CMSEnergy | | | | | | | | | | | Consumers | | | Consumers Energy Company and its consolidated subsidiaries, unless otherwise noted; a wholly owned subsidiary of CMSEnergy | | | | | Consumers 2014 Securitization Funding | | | Consumers 2014 Securitization FundingLLC, a wholly owned consolidated bankruptcy-remote subsidiary of Consumers and special-purpose entity organized for the sole purpose of purchasing and owning securitization property, issuing securitization bonds, and pledging its interest in securitization property to a trustee to collateralize the securitization bonds | | | | | Consumers 2023Securitization Funding | | | Consumers 2023 Securitization FundingLLC, a wholly owned consolidated bankruptcy-remote subsidiary of Consumers and special-purpose entity organized for the sole purpose of purchasing and owning securitization property, issuing securitization bonds, and pledging its interest in securitization property to a trustee to collateralize the securitization bonds | | | | | Covert Generating Station | | | A 1,200-MW natural gas-fueled generation station that was acquired by Consumers in 2023 from NewCovert Generating Company,LLC, a non-affiliated company | | | | | | | | | | | Craven | | | Craven County Wood Energy Limited Partnership, a VIE in which HYDRACO Enterprises,Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a 50percent interest | | | | 4Table of Contents | | | CSAPR | | | Cross-State Air Pollution Rule of 2011, as amended | | | | | DBPension Plan A | | | Defined benefit pension plan of CMSEnergy and Consumers, including certain present and former affiliates and subsidiaries, created as of December31,2017 for active employees who were covered under the defined benefit pension plan that closed in 2005 | | | | | DBPension Plan B | | | Defined benefit pension plan of CMSEnergy and Consumers, including certain present and former affiliates and subsidiaries, amended as of December31,2017 to include only retired and former employees who were covered under the defined benefit pension plan that closed in 2005 | | | | | DBPension Plans | | | Defined benefit pension plans of CMSEnergy and Consumers, comprising DBPension PlanA and DBPension PlanB | | | | | DBSERP | | | Defined Benefit Supplemental Executive Retirement Plan | | | | | DCCP | | | Defined Company Contribution Plan | | | | | DCSERP | | | Defined Contribution Supplemental Executive Retirement Plan | | | | | | | | | | | Delta Solar Equity Holdings | | | Delta Solar Equity Holdings,LLC, a VIE in which Grand River Solar,LLC, a wholly owned subsidiary of NorthStar Clean Energy, has a 50percent interest | | | | | DIG | | | Dearborn Industrial Generation,L.L.C., a wholly owned subsidiary of Dearborn Industrial Energy,L.L.C., a wholly owned subsidiary of NorthStar Clean Energy | | | | | | | | | | | Dodd-Frank Act | | | Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | | | | | DOE | | | U.S.Department of Energy | | | | | DTEElectric | | | DTEElectric Company, a nonaffiliated company | | | | 5Table of Contents | | | EEI | | | Edison Electric Institute, an association representing all U.S. investor-owned electric companies | | | | | EGLE | | | Michigan Department of Environment, Great Lakes, and Energy | | | | | Electric Supply Plan | | | Consumers long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers; this plan is outlined in Consumers integrated resource plan and incorporates the Renewable Energy Plan | | | | | Endangered Species Act | | | Federal Endangered Species Act of 1973, as amended | | | | | EnerBank | | | EnerBankUSA, a wholly owned subsidiary of CMSCapital until October1,2021 | | | | | Energy waste reduction | | | The reduction of energy consumption through energy efficiency and demand-side energy conservation, as established under Michigan law | | | | | | | | | | | EPA | | | U.S.Environmental Protection Agency | | | | | EPS | | | Earnings per share | | | | | ERCOT | | | Electric Reliability Council of Texas | | | | | ERP | | | Enterprise Resource Planning software | | | | | Exchange Act | | | Securities Exchange Act of1934 | | | | | | | | | | | Federal Power Act | | | Federal Power Act of 1920 | | | | | | | | | | | FERC | | | Federal Energy Regulatory Commission | | | | | | | | | | 6Table of Contents | | | First Mortgage Bond Indenture | | | Indenture dated as of September1,1945 between Consumers and The Bank of NewYork Mellon, as Trustee, as amended and supplemented | | | | | FTR | | | Financial transmission right | | | | | GAAP | | | U.S.Generally Accepted Accounting Principles | | | | | GCC | | | Gas Customer Choice, which allows gas customers to purchase gas from alternative suppliers | | | | | GCR | | | Gas cost recovery | | | | | Genesee | | | Genesee Power Station Limited Partnership, a VIE in which HYDRACO Enterprises,Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a 50percent interest | | | | | | | | | | | | | | | | | Grayling | | | Grayling Generating Station Limited Partnership, a VIE in which HYDRACO Enterprises,Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a 50percent interest | | | | | GW | | | Gigawatt, a unit of energy equal to 1billion watts | | | | | GWh | | | Gigawatt-hour, a unit of energy equal to 1billion watt-hours | | | | | | | | | | | Internal Revenue Code | | | Internal Revenue Code of 1986, as amended | | | | | | | | | | | | | | | | | IRS | | | Internal Revenue Service | | | | | IT | | | Information technology | | | | 7Table of Contents | | | J.H.Campbell | | | J.H.Campbell Generating Complex, a three-unit coal-fueled electric generating facility comprised of Units1 and 2, which are wholly owned by Consumers, and Unit3, which Consumers jointly owns with the Michigan Public Power Agency, holding a 4.80percent interest, and Wolverine Power, holding a 1.89percent interest, each a non-affiliated company | | | | | kV | | | Thousand volts, a unit used to measure the difference in electrical pressure along a current | | | | | kVA | | | Thousand volt-amperes, a unit used to reflect the electrical power capacity rating of equipment or a system | | | | | kWh | | | Kilowatt-hour, a unit of energy equal to 1,000 watt-hours | | | | | | | | | | | Ludington | | | Ludington pumped-storage plant, jointly owned by Consumers and DTEElectric | | | | | MATS | | | Mercury and Air Toxics Standards, which limit mercury, acid gases, and other toxic pollution from coalfueled and oilfueled power plants | | | | | | | | | | | MCVFacility | | | A 1,647-MW natural gas-fueled, combined-cycle cogeneration facility operated by the MCVPartnership | | | | | MCVPartnership | | | Midland Cogeneration Venture Limited Partnership, a non-affiliated company | | | | | MCVPPA | | | PPA between Consumers and the MCVPartnership | | | | | | | | | | | METC | | | Michigan Electric Transmission Company,LLC, a nonaffiliated company | | | | | MGP | | | Manufactured gas plant | | | | | | | | | | | Migratory Bird Treaty Act | | | Migratory Bird Treaty Act of 1918, as amended | | | | | | | | | | | MISO | | | Midcontinent Independent System Operator,Inc. | | | | 8Table of Contents | | | MISOTariff | | | MISO Open Access Transmission, Energy, and Operating Reserve Markets Tariff | | | | | Mothball | | | To place a generating unit into a state of extended reserve shutdown in which the unit is inactive and unavailable for service for a specified period, during which the unit can be brought back into service after receiving appropriate notification and completing any necessary maintenance or other work; generation owners in MISO must request approval to mothball a unit, and MISO then evaluates the request for reliability impacts | | | | | MPSC | | | Michigan Public Service Commission | | | | | MRV | | | Market-related value of plan assets | | | | | MW | | | Megawatt, a unit of power equal to 1million watts | | | | | MWh | | | Megawatt-hour, a unit of energy equal to 1million watt-hours | | | | | NAAQS | | | National Ambient Air Quality Standards | | | | | Natural Gas Act | | | Natural Gas Act of 1938 | | | | | NERC | | | North American Electric Reliability Corporation, a nonaffiliated company responsible for developing and enforcing reliability standards, monitoring the bulk power system, and educating and certifying industry personnel | | | | | | | | | | | Newport Solar Holdings | | | Newport Solar HoldingsIII,LLC, a VIE in which Newport Solar Equity HoldingsLLC, a wholly owned subsidiary of Grand River Solar,LLC, a wholly owned subsidiary of NorthStar Clean Energy, holds a ClassB membership interest | | | | | NorthStar Clean Energy | | | NorthStar Clean Energy Company and its consolidated subsidiaries, unless otherwise noted; a wholly owned subsidiary of CMSEnergy | | | | 9Table of Contents | | | NOx | | | Nitrogen oxides | | | | | NPDES | | | National Pollutant Discharge Elimination System, a permit system for regulating point sources of pollution under the Clean Water Act | | | | | NREPA | | | Part201 of Michigans Natural Resources and Environmental Protection Act of 1994, as amended | | | | | | | | | | | NWOHoldco | | | NWOHoldco,L.L.C., a VIE in which NWOHoldcoI,LLC, a wholly owned subsidiary of NWOWind Equity Holdings,LLC, holds a ClassB membership interest | | | | | NWOWind Equity Holdings | | | NWOWind Equity Holdings,LLC, a VIE in which Grand River Wind,LLC, a wholly owned subsidiary of NorthStar Clean Energy, has a 50percent interest | | | | | OBBBA | | | Federal One Big Beautiful Bill Act of 2025 | | | | | OPEB | | | Other post-employment benefits | | | | | OPEBPlan | | | Postretirement health care and life insurance plans of CMSEnergy and Consumers, including certain present and former affiliates and subsidiaries | | | | | OSHA | | | Occupational Safety and Health Administration | | | | | | | | | | | PBO | | | Projected benefit obligation | | | | | PCB | | | Polychlorinated biphenyl | | | | | PFAS | | | Per- and polyfluoroalkyl substances | | | | | | | | | | | PISP | | | Performance Incentive Stock Plan | | | | 10Table of Contents | | | PJM | | | PJM Interconnection Inc. | | | | | PPA | | | Power purchase agreement | | | | | PSCR | | | Power supply cost recovery | | | | | PURPA | | | Public Utility Regulatory Policies Act of 1978 | | | | | RCRA | | | Federal Resource Conservation and Recovery Act of 1976 | | | | | REC | | | Renewable energy credit | | | | | | | | | | | Reliability Roadmap | | | Consumers five-year strategy to improve its electric distribution system and the reliability of the grid; this plan was filed with the MPSC in 2023, and is an update to Consumers previous Electric Distribution Infrastructure Investment Plan filed in 2021 | | | | | ROA | | | Retail Open Access, which allows electric generation customers to choose alternative electric suppliers pursuant to Michigans Public Acts141 and 142 of 2000, as amended | | | | | S&P | | | Standard& Poors Financial ServicesLLC | | | | | SEC | | | U.S.Securities and Exchange Commission | | | | | Securitization | | | A financing method authorized by statute and approved by the MPSC which allows a utility to sell its right to receive a portion of the rate payments received from its customers for the repayment of securitization bonds issued by a special-purpose entity affiliated with such utility | | | | | | | | | | | | | | | | | SOFR | | | Secured overnight financing rate calculated and published by the Federal Reserve Bank of New York | | | | | TAES | | | Toshiba America Energy Systems Corporation, a non-affiliated company | | | | 11Table of Contents | | | TBJH | | | TBJH Inc., a non-affiliated company | | | | | TCJA | | | Tax Cuts and Jobs Act of 2017 | | | | | Term SOFR | | | The rate per annum that is a forward-looking term rate based on SOFR | | | | | T.E.S.Filer City | | | T.E.S.Filer City Station Limited Partnership, a VIE in which HYDRACO Enterprises,Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a 50percent interest | | | | | Toshiba | | | Toshiba Corporation, a non-affiliated company | | | | | Toshiba International | | | Toshiba International Corporation, a non-affiliated company | | | | | USW | | | United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC | | | | | UWUA | | | Utility Workers Union of America, AFL-CIO | | | | | VEBA trust | | | Voluntary employees beneficiary association trusts accounts established specifically to set aside employer-contributed assets to pay for future expenses of the OPEB Plan | | | | | VIE | | | Variable interest entity | | | | | Wolverine Power | | | Wolverine Power Supply Cooperative,Inc., a non-affiliated company | | | | 12Table of ContentsFiling FormatThis combined Form10K is separately filed by CMSEnergy and Consumers. Information in this combined Form10K relating to each individual registrant is filed by such registrant on its own behalf. Consumers makes no representation regarding information relating to any other companies affiliated with CMSEnergy other than its own subsidiaries.CMSEnergy is the parent holding company of several subsidiaries, including Consumers and NorthStar Clean Energy. None of CMSEnergy, NorthStar Clean Energy, nor any of CMSEnergys other subsidiaries (other than Consumers) has any obligation in respect of Consumers debt securities or preferred stock and holders of such securities should not consider the financial resources or results of operations of CMSEnergy, NorthStar Clean Energy, nor any of CMSEnergys other subsidiaries (other than Consumers and its own subsidiaries (in relevant circumstances)) in making a decision with respect to Consumers debt securities or preferred stock. Similarly, neither Consumers nor any other subsidiary of CMSEnergy has any obligation in respect of securities of CMSEnergy.Forward-looking Statements and InformationThis Form10K and other CMSEnergy and Consumers disclosures may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of anticipates, assumes, believes, could, estimates, expects, forecasts, goals, guidance, intends, may, might, objectives, plans, possible, potential, predicts, projects, seeks, should, targets, will, and other similar words is intended to identify forward-looking statements that involve risk and uncertainty. This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMSEnergys and Consumers businesses and financial outlook. CMSEnergy and Consumers have no obligation to update or revise forward-looking statements regardless of whether new information, future events, or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause CMSEnergys and Consumers actual results to differ materially from the results anticipated in these statements. These factors include, but are not limited to, the following, all of which are potentially significant:the impact and effect of recent events, such as worsening trade relations, geopolitical tensions, war, acts of terrorism, and the responses to these events, and related economic disruptions including, but not limited to, inflation, energy price volatility, tariffs, and supply chain disruptionsthe impact of new or modified regulation by the MPSC, FERC, and other applicable governmental proceedings and regulations, including any associated impact on electric or gas rates or rate structurespotentially adverse regulatory treatment, effects of a failure to receive timely regulatory orders that are or could come before the MPSC, FERC, or other governmental authorities, or effects of a government shutdownchanges in the performance of or regulations applicable to MISO, METC, pipelines, railroads, vessels, or other service providers that CMSEnergy, Consumers, or any of their affiliates rely on to serve their customersfederal or executive actions, the adoption of or challenges to federal or state laws or regulations or changes in applicable laws, rules, regulations, principles, or practices, or in their interpretation, such as those related to energy policy, ROA, the Public Utility Regulatory Policies Act of 1978, infrastructure integrity or security, cybersecurity, gas pipeline safety, gas pipeline capacity, energy waste reduction, the financial compensation mechanism, the environment, regulation or 13Table of Contentsderegulation, reliability, health care reforms, taxes, tax credits, accounting matters, tariffs, climate change, air emissions, renewable energy, the Dodd-Frank Act, and other business issues that could have an impact on CMSEnergys, Consumers, or any of their affiliates businesses or financial resultsfactors affecting, disrupting, interrupting, or otherwise impacting CMSEnergys or Consumers facilities, utility infrastructure, operations, or backup systems, such as costs and availability of personnel, equipment, and materials; weather and climate, including catastrophic weather-related damage and extreme temperatures; natural disasters; fires; smoke; scheduled or unscheduled equipment outages; maintenance or repairs; contractor performance; environmental incidents; failures of equipment or materials; electric transmission and distribution or gas pipeline system constraints; interconnection requirements; political and social unrest; general strikes; the government and/or paramilitary response to political or social events; changes in trade policies, regulations, or tariffs; accidents; explosions; physical disasters; global pandemics; cyber incidents; physical or cyber attacks; vandalism; war or terrorism; and the ability to obtain or maintain insurance coverage for these eventsthe ability of CMSEnergy and Consumers to execute cost-reduction strategies and/or convert economic development opportunitiespotentially adverse regulatory or legal interpretations or decisions regarding environmental matters, or delayed regulatory treatment or permitting decisions that are or could come before agencies such as EGLE, the EPA, FERC, and/or the U.S.Army Corps of Engineers, and potential environmental remediation costs associated with these interpretations or decisions, including those that may affect Consumers coal ash management or routine maintenance, repair, and replacement classification under New Source Review, a construction-permitting program under the Clean Air Actchanges in energy markets, including availability, price, and seasonality of electric capacity and energy and the timing and extent of changes in commodity prices and availability and deliverability of coal, natural gas, natural gas liquids, electricity, oil, gasoline, diesel fuel, and certain related productsthe price of CMSEnergy common stock, the credit ratings of CMSEnergy and Consumers, capital and financial market conditions, and the effect of these market conditions on CMSEnergys and Consumers interest costs and access to the capital markets, including availability of financing to CMSEnergy, Consumers, or any of their affiliatesthe ability of CMSEnergy and Consumers to execute their financing strategiesthe investment performance of the assets of CMSEnergys and Consumers pension and benefit plans, the discount rates, mortality assumptions, and future medical costs used in calculating the plans obligations, and the resulting impact on future funding requirementsthe impact of the economy, particularly in Michigan, and potential future volatility in the financial and credit markets on CMSEnergys, Consumers, or any of their affiliates revenues, ability to collect accounts receivable from customers, or cost and availability of capitalchanges in the economic and financial viability of CMSEnergys and Consumers suppliers, customers, and other counterparties and the continued ability of these third parties, including those in bankruptcy, to meet their obligations to CMSEnergy and Consumers14Table of Contentspopulation changes in the geographic areas where CMSEnergy and Consumers conduct businessnational, regional, and local economic, competitive, and regulatory policies, conditions, and developmentsloss of customer demand for electric generation supply to alternative electric suppliers, the creation of municipal utilities, increased use of self-generation including distributed generation, energy waste reduction, or energy storageloss of customer demand for natural gas due to alternative technologies or fuels or electrificationthe ability of Consumers to meet increased renewable energy demand due to customers seeking to meet their own sustainability goals in a timely and cost-efficient mannerthe reputational or other impact on CMSEnergy and Consumers of the failure to meet the renewable or clean energy standards required by the 2023Energy Law or to achieve or make timely progress on their greenhouse gas reduction goals related to reducing their impact on climate changeadverse consequences of employee, director, or thirdparty fraud or noncompliance with codes of conduct or with laws or regulationsfederal regulation of electric sales, including periodic reexamination by federal regulators of CMSEnergys and Consumers market-based sales authorizationsany event, change, development, occurrence, or circumstance that could impact the implementation of the Electric Supply Plan, including any action by a regulatory authority or other third party to prohibit, delay, or impair the implementation of the Electric Supply Planthe ability to meet increases in electric demand associated with data centers, or alternatively, the risk that anticipated demand growth from data center expansion may not materialize as expectedchanges associated with artificial intelligence technologies and related sectors, including the risk that a significant decline in investor confidence could lead to broader economic disruption, reductions in customer demand, tightening of capital markets, higher financing costs, or other downstream impactsthe availability, cost, coverage, and terms of insurance, the stability of insurance providers, and the ability of Consumers to recover the costs of any insurance from customersthe effectiveness of CMSEnergys and Consumers risk management policies, procedures, and strategies, including strategies to hedge risk related to interest rates and future prices of electricity, natural gas, and other energy-related commoditiesfactors affecting development of electric generation projects, gas transmission, and gas and electric distribution infrastructure replacement, conversion, and expansion projects, including factors related to project site identification, construction material availability, quality, and pricing, tariffs, embargoes on equipment, supply chain disruptions, schedule delays, interconnection delays, availability of qualified construction personnel, permitting, acquisition of property rights, community opposition, environmental regulations, performance of contractors and counterparties, and government actionschanges or disruption in fuel supply, including but not limited to supplier bankruptcy and delivery disruptions15Table of Contentspotential costs, lost revenues, reputational harm, or other consequences resulting from misappropriation of assets or sensitive information, corruption of data, or operational disruption in connection with a cyberattack or other cyber incidentpotential disruption to, interruption or failure of, or other impacts on IT backup or disaster recovery systemstechnological developments in energy production, storage, delivery, usage, and meteringthe ability to implement and integrate technology successfully, including artificial intelligencethe impact of CMSEnergys and Consumers integrated business software system and its effects on their operations, including utility customer billing and collectionsadverse consequences resulting from any past, present, or future assertion of indemnity or warranty claims associated with assets and businesses previously owned by CMSEnergy or Consumers, including claims resulting from attempts by foreign or domestic governments to assess taxes on or to impose environmental liability associated with past operations or transactionsthe outcome, cost, and other effects of any legal or administrative claims, proceedings, investigations, or settlementsthe reputational impact on CMSEnergy and Consumers of operational incidents, violations of corporate policies, regulatory violations, inappropriate use of social media, and other eventsrestrictions imposed by various financing arrangements and regulatory requirements on the ability of Consumers and other subsidiaries of CMSEnergy to transfer funds to CMSEnergy in the form of cash dividends, loans, or advancesearnings volatility resulting from the application of fair value accounting to certain energy commodity contracts or interest rate contractschanges in financial or regulatory accounting principles or policies or interpretation of principles or policiesother matters that may be disclosed from time to time in CMSEnergys and Consumers SEC filings, or in other public documentsAll forward-looking statements should be considered in the context of the risk and other factors described above and as detailed from time to time in CMSEnergys and Consumers SEC filings. For additional details regarding these and other uncertainties, see Item1A. Risk Factors; Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlook; and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters and Note4, Contingencies and Commitments.16Table of ContentsPartIItem1.BusinessGeneralCMSEnergyCMSEnergy was formed as a corporation in Michigan in 1987 and is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and NorthStar Clean Energy, primarily a domestic independent power producer and marketer. Consumers customer base consists of a mix of primarily residential, commercial, and diversified industrial customers. NorthStar Clean Energy, through its subsidiaries and equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production.CMSEnergy manages its businesses by the nature of services each provides, and operates principally in three business segments: electric utility; gas utility; and NorthStar Clean Energy, its nonutility operations and investments. Consumers consolidated operations account for the substantial majority of CMSEnergys total assets, income, and operating revenue. CMSEnergys consolidated operating revenue was $8.5billion in 2025, and $7.5billion in 2024 and 2023.For further information about operating revenue, income, and assets and liabilities attributable to all of CMSEnergys business segments and operations, see Item8. Financial Statements and Supplementary DataCMSEnergy Consolidated Financial Statements and Notes to the Consolidated Financial Statements.ConsumersConsumers has served Michigan customers since 1886. Consumers was incorporated in Maine in 1910 and became a Michigan corporation in 1968. Consumers owns and operates electric generation and distribution facilities and gas transmission, storage, and distribution facilities. It provides electricity and/or natural gas to 6.8million of Michigans 10million residents. Consumers rates and certain other aspects of its business are subject to the jurisdiction of the MPSC and FERC, as well as to NERC reliability standards, as described in CMSEnergy and Consumers Regulation.Consumers consolidated operating revenue was $8.1billion in 2025, and $7.2billion in 2024 and 2023. For further information about operating revenue, income, and assets and liabilities attributable to Consumers electric and gas utility operations, see Item8. Financial Statements and Supplementary DataConsumers Consolidated Financial Statements and Notes to the Consolidated Financial Statements.Consumers owns its principal properties in fee, except that most electric lines, gas mains, and renewable generation projects are located below or adjacent to public roads or on land owned by others and are accessed by Consumers through easements, leases, and other rights. Almost all of Consumers properties are subject to the lien of its First Mortgage Bond Indenture. For additional information on Consumers properties, see Business SegmentsConsumers Electric UtilityElectric Utility Properties and Consumers Gas UtilityGas Utility Properties.17Table of ContentsIn 2025, Consumers served 1.9million electric customers and 1.8million gas customers in Michigans Lower Peninsula. Presented in the following map are Consumers service territories: | | | | | | | | | | | | | | | | Electric service territory | | | | | Gas service territory | | | | | Combination electric and gas service territory | | | | | | | | | | | | | | | | | | | | CMSEnergy and ConsumersThe Triple Bottom LineFor information regarding CMSEnergys and Consumers purpose and impact on the triple bottom line of people, planet, and prosperity, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsExecutive Overview.Business SegmentsConsumers Electric UtilityElectric Utility Operations: Consumers electric utility operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of $5.6billion in 2025, $5.1billion in 2024, and $4.7billion in 2023. Consumers electric utility customer base consists of a mix of primarily residential, commercial, and diversified industrial customers in Michigans Lower Peninsula.18Table of ContentsPresented in the following illustration is Consumers 2025electric utility operating revenue of $5.6billion by customer class:Consumers electric utility operations are not dependent on a single customer, or even a few customers, and the loss of any one or even a few of Consumers largest customers is not reasonably likely to have a material adverse effect on Consumers financial condition.In 2025, Consumers electric deliveries were 37billionkWh, which included ROA deliveries of 3billionkWh, resulting in net bundled sales of 34billionkWh. In 2024, Consumers electric deliveries were 37billionkWh, which included ROA deliveries of 4billionkWh, resulting in net bundled sales of 33billionkWh.Consumers electric utility operations are seasonal. The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment.19Table of ContentsPresented in the following illustration are Consumers monthly weather-normalized electric deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including ROA deliveries, during 2025 and 2024: Consumers 2025 summer peak demand was 8,500MW, which included ROA demand of 552MW. For the 20242025 winter season, Consumers peak demand was 5,755MW, which included ROA demand of 449MW. As required by MISO reserve margin requirements, Consumers owns or controls, through longterm PPAs, short-term capacity purchases, and auction capacity purchases, all of the capacity required to supply its projected firm peak load and necessary reserve margin for summer 2026.Electric Utility Properties: Consumers owns and operates electric generation and distribution facilities. For details about Consumers electric generation facilities, see the Electric Utility Generation and Supply Mix section that follows this Electric Utility Properties section. Consumers distribution system consists of:263miles of high-voltage distribution overhead lines operating at 138kV4miles of high-voltage distribution underground lines operating at 138kV4,619miles of high-voltage distribution overhead lines operating at 46kV and 69kV18miles of high-voltage distribution underground lines operating at 46kV82,854miles of electric distribution overhead lines10,027miles of underground distribution lines1,102substations with an aggregate transformer capacity of29millionkVAConsumers is interconnected to the interstate high-voltage electric transmission system owned by METC and operated by MISO. Consumers is also interconnected to neighboring utilities and to other transmission systems.Electric Utility Generation and Supply Mix: Consumers Electric Supply Plan, its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers, is outlined in its integrated resource plan and incorporates Consumers Renewable Energy Plan. The Electric Supply Plan 20Table of Contentsis Consumers blueprint for compliance with Michigans 2023Energy Law and for advancing sustainability objectives. To meet these objectives, Consumers is executing a multi-faceted strategy. This strategy involves taking steps to end the use of coal, including the retirement of the D.E.Karn coal-fueled generating units, totaling 515MW of nameplate capacity, in 2023 and obtaining MPSC approval to retire J.H.Campbell, totaling 1,407MW of nameplate capacity. The retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. For a more detailed discussion of the emergency orders, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlookConsumers Electric Utility Outlook and UncertaintiesJ.H.Campbell Emergency Orders and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.To continue providing controllable sources of electricity to customers, Consumers purchased the Covert Generating Station, representing 1,200MW of nameplate capacity, in 2023 and has solicited additional capacity from controllable sources of electricity to customers. Consumers updates to its Renewable Energy Plan include up to 9,000MW of both purchased and owned solar energy resources and up to 4,000MW of wind energy resources. Coupled with updates to its integrated resource plan, these actions position Consumers to achieve 60percent renewable energy by 2035 and 100percent clean energy by 2040. For further information on Consumers progress towards reducing carbon emissions and towards meeting the requirements of the 2023Energy Law, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsExecutive Overview and OutlookConsumers Electric Utility Outlook and Uncertainties.21Table of ContentsPresented in the following table are details about Consumers 2025electric generation and supply mix: | | | Name and Location (Michigan) | Number of Units and Year Entered Service | 2025Generation Capacity(MW) | 1 | 2025Electric Supply(GWh) | | | Coal steam generation | | | J.H.Campbell 1& 2 West Olive2 | 2 Units, 1962-1967 | | 2,568 | | | J.H.Campbell 3 West Olive2,3 | 1 Unit, 1980 | | 4,752 | | | | 7,320 | | | Oil/Gas steam generation | | | D.E.Karn 3& 4 Essexville | 2 Units, 1975-1977 | 1,189 | 106 | | | Hydroelectric | | | Ludington Ludington | 6 Units, 1973 | 1,119 | 4 | (360) | 5 | | | Conventional hydro generation6 | 35 Units, 1906-1949 | 75 | 344 | | | 1,194 | (16) | | | Gas combined cycle | | | Covert Generating Station Covert | 3 Units, 2004 | 1,090 | 7,357 | | | Jackson Jackson | 1 Unit, 2002 | 531 | 1,979 | | | Zeeland Zeeland | 3 Units, 2002 | 534 | 3,952 | | | 2,155 | 13,288 | | | Gas combustion turbines | | | Zeeland (simple cycle) Zeeland | 2 Units, 2001 | 314 | 1,373 | | | Wind generation | | | Crescent Wind Farm Hillsdale County | 2021 | 150 | 362 | | | Cross Winds Energy Park Tuscola County | 2014-2019 | 231 | 728 | | | Gratiot Farms Wind Project Gratiot County | 2020 | 150 | 345 | | | Heartland Farms Wind Project Gratiot County | 2023 | 200 | 470 | | | Lake Winds Energy Park Mason County | 2012 | 101 | 251 | | | 832 | 2,156 | | | Solar generation | | | Solar Gardens Allendale, Cadillac, Kalamazoo, and Grand Rapids | 2016-2021 | 5 | 7 | | | Muskegon Solar Energy Center | 2025 | 250 | 2 | | | 255 | 9 | | | Battery storage capacity | | | Batteries Grand Rapids, Cadillac, Kalamazoo, and Standish | 4 Units, 2021-2022 | 1 | | | | Total owned generation | 5,940 | 24,236 | | | Purchased power7 | | | Coal generation T.E.S.Filer City | 63 | 352 | | | Gas generation MCV Facility8 | 1,240 | 7,206 | | | Other gas generation | 254 | 1,233 | | | Wind generation | 384 | 1,026 | | | Solar generation | 1,017 | 1,355 | | | Battery storage | 100 | (8) | 9 | | | Other renewable generation | 192 | 1,005 | | | 3,250 | 12,169 | | | Net interchange power10 | | (502) | | | Total purchased and interchange power | 3,250 | 11,667 | | | Total supply | 9,190 | 35,903 | | | Less distribution and transmission loss | 2,094 | | | Total net bundled sales | 33,809 | | 22Table of Contents1With the exception of wind and solar generation, the amount represents generation capacity during the summer months (planning year 2025capacity as reported to MISO and limited by interconnection service limits). For wind and solar generation, the amount represents installed capacity.2Consumers planned to retire these generating units in May2025. However, the retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. Under those emergency orders, Consumers has continued to operate these units for the benefit of MISOs North and Central regions. Of the 7,320GWh generated by these units during 2025, Consumers supplied 3,608GWh of electricity to MISO in order to comply with the emergency orders. For a more detailed discussion of the emergency orders, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlookConsumers Electric Utility Outlook and UncertaintiesJ.H.Campbell Emergency Orders and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters. 3Represents Consumers share of the electric supply of the J.H.Campbell3 unit, net of the 6.69percent ownership interest of the Michigan Public Power Agency and Wolverine Power, each a nonaffiliated company.4Represents Consumers 51percent share of the capacity of Ludington. DTEElectric holds the remaining 49percent ownership interest.5Represents Consumers share of net pumped-storage generation. The pumped-storage facility consumes electricity to pump water during off-peak hours for storage in order to generate electricity later during peakdemand hours.6In2025, Consumers entered an agreement to sell the 13hydroelectric dams that comprise the 35generating units. For a more detailed discussion of this transaction, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote20, Exit Activities and Asset Sales.7Represents purchases under long-term PPAs, including capacity purchases.8For information about Consumers long-term PPA related to the MCVFacility, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsContractual Commitments.9Reflects net delivered energy from storage operations, after accounting for charging losses. 10Represents the net amount of generation offered to and purchased from the MISO energy market. 23Table of ContentsPresented in the following table are the sources of Consumers electric supply for the last threeyears: | | | GWh | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Owned generation | | | Gas | 14,661 | 14,856 | 11,221 | | | Coal | 7,320 | 7,932 | 6,884 | | | Renewable energy | 2,509 | 2,521 | 1,993 | | | Oil | 106 | 96 | 2 | | | Net pumped storage1 | (360) | (458) | (349) | | | Total owned generation | 24,236 | 24,947 | 19,751 | | | Purchased power2 | | | Gas generation | 8,439 | 9,662 | 7,244 | | | Renewable energy generation | 3,386 | 3,138 | 2,585 | | | Battery storage3 | (8) | | | | | Coal generation | 352 | 230 | 318 | | | Net interchange power4 | (502) | (2,715) | 4,532 | | | Total purchased and interchange power | 11,667 | 10,315 | 14,679 | | | Total supply | 35,903 | 35,262 | 34,430 | | 1Represents Consumers share of net pumped-storage generation. During 2025, the pumped-storage facility consumed 1,351GWh of electricity to pump water during off-peak hours for storage in order to generate 991GWh of electricity later during peak-demand hours.2Represents purchases under long-term PPAs, including capacity purchases.3Reflects net delivered energy from storage operations, after accounting for charging losses.4Represents the net amount of generation offered to and purchased from the MISO energy market. During 2025, 41percent of Consumers electric supply was generated by its natural gasfueled generating units, which burned 105Bcf of natural gas and produced a combined total of 14,661GWh of electricity.In order to obtain the gas it needs for electric generation fuel, Consumers electric utility purchases gas from the market near the time of consumption, at prices that allow it to compete in the electric wholesale market. For the Covert Generating Station and Jackson and Zeeland plants, Consumers utilizes an agent that owns firm transportation rights to each plant to purchase gas from the market and transport the gas to the facilities. For units3 & 4 of D.E.Karn, Consumers holds gas transportation contracts to transport to the plant gas that Consumers or an agent purchase from the market.During 2025, Consumers acquired 32percent of its electric supply through long-term PPAs and the MISO energy market. Consumers offers its generation into the MISO energy market on a day-ahead and realtime basis and bids for power in the market to serve the demand of its customers. Consumers supplements its generation capability with purchases from the MISO energy market.At December31,2025, Consumers had future commitments to purchase capacity and energy under longterm PPAs with various generating plants. These contracts require monthly capacity payments based on the plants availability or deliverability. The payments for 2026 through 2060 are estimated to total $17.0billion and, for each of the next fiveyears, range from $0.9billion to $1.0billion annually. These amounts may vary depending on plant availability and fuel costs. For further information about 24Table of ContentsConsumers future capacity and energy purchase obligations, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsCapital Resources and LiquidityOther Material Cash Requirements and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsContractual Commitments.During 2025, 20percent of Consumers electric supply was generated by its coal-fueled generating units, which burned 4million tons of coal and produced a combined total of 7,320GWh of electricity. Consumers planned to exit coal generation in 2025 but the retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. Of the 7,320 GWh generated by these units during 2025, Consumers supplied 3,608GWh of electricity to MISO in order to comply with the emergency orders. For a more detailed discussion of the emergency orders, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlookConsumers Electric Utility Outlook and UncertaintiesJ.H.Campbell Emergency Orders and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters. In order to obtain the coal it needs, Consumers has historically entered into physical coal supply contracts, leased a fleet of railcars, and secured transportation contracts with various companies to provide rail services for delivery of purchased coal to Consumers generating facilities. Following the emergency orders, Consumers was able to utilize relationships with existing suppliers in order to procure additional supply and maintain railcar leases and transportation contracts past the planned shutdown date of May2025. At December31,2025, Consumers had future commitments to purchase and deliver coal for the remainder of the then-current emergency order, with options to extend these agreements if needed. Electric Utility Competition: Consumers electric utility business is subject to actual and potential competition from many sources, in both the wholesale and retail markets, as well as in electric generation, electric delivery, and retail services.Michigan law allows electric customers in Consumers service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at 10percent of Consumers sales, with certain exceptions. At December31,2025, electric deliveries under the ROA program were at the 10percent limit. Fewer than 300 of Consumers electric customers purchased electric generation service under the ROA program. For additional information, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlookConsumers Electric Utility Outlook and Uncertainties.Consumers also faces competition or potential competition associated with data center expansion and industrial customer relocation outside of Consumers service territory for economic reasons; municipalities owning or operating competing electric delivery systems; and customer self-generation. Consumers addresses this competition in various ways, including:aggressively controlling operating, maintenance, power supply, and fuel costs and passing savings on to customersproviding renewable energy options and energy waste reduction programsproviding competitive rate-design options, particularly for large energy-intensive customersoffering tariff-based incentives that support economic developmentmonitoring activity in adjacent geographical areas25Table of ContentsConsumers Gas UtilityGas Utility Operations: Consumers gas utility operations, which include the purchase, transmission, storage, distribution, and sale of natural gas, generated operating revenue of $2.5billion in 2025, $2.1billion in 2024, and $2.4billion in 2023. Consumers gas utility customer base consists of a mix of primarily residential, commercial, and diversified industrial customers in Michigans Lower Peninsula.Presented in the following illustration is Consumers 2025 gas utility operating revenue of $2.5billion by customer class: Consumers gas utility operations are not dependent on a single customer, or even a few customers, and the loss of any one or even a few of Consumers largest customers is not reasonably likely to have a material adverse effect on Consumers financial condition.In 2025, deliveries of natural gas through Consumers pipeline and distribution network, including offsystem transportation deliveries, totaled 396Bcf, which included GCC deliveries of 31Bcf. In 2024, deliveries of natural gas through Consumers pipeline and distribution network, including off-system transportation deliveries, totaled 362Bcf, which included GCC deliveries of 27Bcf. Consumers gas utility operations are seasonal. The consumption of natural gas increases in the winter, due primarily to colder temperatures and the resulting use of natural gas as heating fuel. Consumers injects natural gas into storage during the summer months for use during the winter months. During 2025, 46percent of the natural gas supplied to all customers during the winter months was supplied from storage.26Table of ContentsPresented in the following illustration are Consumers monthly weather-normalized natural gas deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including GCC deliveries, during 2025 and 2024:Gas Utility Properties: Consumers gas transmission, storage, and distribution system consists of:2,337miles of transmission lines14gas storage fields with a total storage capacity of 300Bcf and a working gas volume of 153Bcf28,433miles of distribution mains8compressor stations with a total of 147,393installed and available horsepowerUnder its Methane Reduction Plan, Consumers has set a goal of net-zero methane emissions from its natural gas delivery system by 2030. Consumers plans to reduce methane emissions from its system by about 80percent from 2012 baseline levels by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices. The remaining emissions will likely be offset through clean fuel alternatives or nature-based carbon removal pathways. Consumers has also set a goal to reduce customer greenhouse gas emissions by 25percent by 2035. Consumers Natural Gas Delivery Plan, a rolling tenyear investment plan to deliver safe, reliable, clean, and affordable natural gas to customers, outlines ways in which Consumers can make early progress toward these goals in a cost-effective manner, including energy waste reduction, carbon offsets, and renewable natural gas supply.Consumers has already initiated work in these key areas by continuing to expand its energy waste reduction targets and by offering gas customers the ability to offset their carbon footprint associated with natural gas use by purchasing renewable natural gas and/or carbon credits associated with Michigan forest preservation. Consumers has renewable natural gas facilities under construction scheduled for commercial operation in 2026 and is monitoring regulatory developments and market conditions closely as part of its ongoing evaluation of the projects. For further information on Consumers progress towards its net-zero 27Table of Contentsmethane emissions goal, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsExecutive Overview.Gas Utility Supply: In 2025, Consumers purchased 86percent of the gas it delivered to its full-service sales customers. The remaining 14percent was purchased from authorized GCC suppliers and delivered by Consumers to customers in the GCCprogram. Presented in the following illustration are the supply arrangements for the gas Consumers delivered to GCC and GCR customers during 2025:Firm city-gate and firm gas transportation contracts are those that define a fixed amount, price, and delivery time frame. Consumers firm gas transportation contracts are with Panhandle Eastern Pipe Line Company and Trunkline Gas Company,LLC, each a nonaffiliated company. Under these contracts, Consumers purchases and transports gas to Michigan for ultimate delivery to its customers. Consumers firm gas transportation contracts expire on various dates through 2028 with planned contract volumes providing 34percent of Consumers total forecasted gas supply requirements for 2026. Consumers purchases the balance of its required gas supply under firm city-gate contracts and through authorized suppliers under the GCC program.Gas Utility Competition: Competition exists in various aspects of Consumers gas utility business. Competition comes from GCC and transportation programs; system bypass by new and existing customers; and from alternative fuels and energy sources, such as propane, oil, and electricity.28Table of ContentsNorthStar Clean EnergyNon-utility Operations and InvestmentsNorthStar Clean Energy, through various subsidiaries and certain equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production. NorthStar Clean Energys operating revenue was $408million in 2025, $316million in 2024, and $297million in 2023.Independent Power Production: Presented in the following table is information about the independent power plants in which CMSEnergy had an ownership interest at December31,2025: | | | Location | Ownership Interest(%) | Primary Fuel Type | Gross Capacity(MW) | 1 | 2025 Net Generation(GWh) | | | Dearborn, Michigan | 100 | Natural gas | 770 | 3,965 | | | Jackson County, Arkansas | 100 | Solar | 180 | 356 | | | Gaylord, Michigan | 100 | Natural gas | 134 | 22 | | | Comstock, Michigan | 100 | Natural gas | 76 | 136 | | | Genesee County, Michigan2 | 100 | Solar | 42 | 1 | | | Alpena, Michigan3 | 100 | Solar | 21 | 27 | | | Saginaw, Michigan3 | 100 | Solar | 8 | 10 | | | Paulding County, Ohio | 100 | Solar and Storage | 3 | | | | Grayling, Michigan3 | 100 | Solar | 1 | | | | Coke County, Texas | 51 | Wind | 525 | 1,697 | | | Paulding County, Ohio4 | 50 | Wind | 100 | 299 | | | Filer City, Michigan | 50 | Coal | 73 | 351 | | | New Bern, North Carolina | 50 | Wood waste | 50 | 284 | | | Flint, Michigan | 50 | Wood waste | 40 | 117 | | | Grayling, Michigan | 50 | Wood waste | 38 | 182 | | | Delta Township, Michigan4 | 50 | Solar | 24 | 38 | | | Total | 2,085 | 7,485 | | 1Represents the intended full-load sustained output of each plant. The amount of capacity relating to CMSEnergys ownership interest was 1,665MW and net generation relating to CMSEnergys ownership interest was 6,018GWh at December31,2025.2This project began operations in December2025.3Represents a behind-the-meter system located on customer premises. 4NorthStar Clean Energy sold a noncontrolling interest in this plant in 2025. For additional details see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote19, Variable Interest Entities. The operating revenue from independent power production was $77million in 2025, $69million in 2024, and $64million in 2023.Energy Resource Management: CMSERM purchases and sells energy commodities in support of NorthStar Clean Energys generating facilities with a focus on optimizing the independent power production portfolio. In 2025, CMSERM marketed 2Bcf of natural gas and 7,625GWh of electricity. Electricity marketed by CMSERM was generated by independent power production of NorthStar Clean 29Table of ContentsEnergy and by unrelated third parties. CMSERMs operating revenue was $331million in 2025, $247million in 2024, and $233million in 2023.NorthStar Clean Energy Competition: NorthStar Clean Energy competes with other energy developers, energy retailers, and independent power producers. The needs of this market are driven by current electric demand and available generation, as well as projections of future electric demand and available generation.CMSEnergy and Consumers RegulationCMSEnergy, Consumers, and their subsidiaries are subject to regulation by various federal, state, and local governmental agencies, including those described in the following sections. Rate proceedings and other regulatory actions may affect operations and financial results. If CMSEnergy, Consumers, or their subsidiaries failed to comply with applicable laws and regulations, they could become subject to fines, penalties, or disallowed costs, or be required to implement additional compliance, cleanup, or remediation programs, the cost of which could be material. For more information on the potential impacts of government regulation and rate proceedings affecting CMSEnergy, Consumers, and their subsidiaries, see Item1A. Risk Factors, Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlook, and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.FERC and NERCCMSEnergy and its affiliates and subsidiaries are subject to regulation by FERC in a number of areas. FERC regulates certain aspects of Consumers electric business, including, but not limited to, compliance with FERC accounting rules, wholesale electric and transmission rates, operation of licensed hydroelectric generating plants, corporate mergers and the sale and purchase of certain assets, issuance of securities, and conduct among affiliates. FERC also regulates the tariff rules and procedures administered by MISO and other independent system operators/regional transmission organizations, including rules governing wholesale electric markets and interconnection of new generating facilities to the transmission system. FERC, in connection with NERC and with regional reliability organizations, also regulates generation and transmission owners and operators, load-serving entities, and others with regard to reliability of the bulk power system.FERC also regulates limited aspects of Consumers gas business, principally compliance with FERC capacity release rules, shipping rules, the prohibition of certain buy/sell transactions, and the price-reporting rule.FERC also regulates holding company matters, interlocking directorates, and other issues affecting CMSEnergy. In addition, similar to FERCs regulation of Consumers electric and gas businesses, FERC has jurisdiction over several independent power plants, PURPA-qualifying facilities, and exempt wholesale generators in which NorthStar Clean Energy has ownership interests, as well as over NorthStar Clean Energy itself, CMSERM, CMSGas Transmission, and DIG.MPSCConsumers is subject to the jurisdiction of the MPSC, which regulates public utilities in Michigan with respect to retail utility rates, accounting, utility services, certain facilities, certain asset transfers, corporate mergers, and other matters.30Table of ContentsThe Michigan Attorney General, ABATE, the MPSCStaff, residential customer advocacy groups, environmental organizations, and certain other parties typically participate in MPSC proceedings concerning Consumers. These parties often challenge various aspects of those proceedings, including the prudence of Consumers policies and practices, and seek cost disallowances and other relief. The parties also have appealed significant MPSC and FERC orders.Other RegulationThe U.S.Secretary of Energy regulates imports and exports of natural gas and has delegated various aspects of this jurisdiction to FERC and the DOEs Office of Fossil Fuels. Additionally, the U.S.Secretary of Energy has the authority to issue emergency orders for power plants under section202(c) of the Federal Power Act. This provision allows the U.S.Secretary of Energy to temporarily alter the operation of the electricity system during emergencies.The U.S.Department of Transportations Office of Pipeline Safety regulates the safety and security of gas pipelines through the Natural Gas Pipeline Safety Act of 1968 and subsequent laws.The Transportation Security Administration, an agency of the U.S.Department of Homeland Security, regulates certain activities related to the safety and security of natural gas pipelines.Energy LegislationIn 2023, Michigan enacted the 2023Energy Law, which among other things:increased the renewable energy standard from 15percent to 50percent by 2030 and 60percent by 2035; renewable energy generated anywhere within MISO can be applied to meeting this standard, with certain limitationsestablished a clean energy standard of 80percent by 2035 and 100percent by 2040; low- or zerocarbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, qualify as clean energy sources under this standardauthorized the MPSC to grant extensions of the clean energy or renewable energy standards deadlines if compliance is not practically feasible, would be excessively costly to customers, or would cause reliability issuesincreased the energy waste reduction requirement for electric utilities to achieve annual reductions in customers electricity use from the present 1percent reduction requirement to 1.5percent beginning in 2026; beyond this requirement, the law set a goal of a 2percent reduction and required that such goal be incorporated in an electric utilitys integrated resource plan modeling scenariosincreased the energy waste reduction requirement for gas utilities to achieve annual reductions in customers gas use from the present 0.75percent reduction requirement to 0.875percent beginning in 2026enhanced existing incentives for energy efficiency programs and returns earned on new clean or renewable PPAscreated a new energy storage standard, requiring electric utilities to file plans by 2029 to help achieve a statewide target of 2,500MWexpanded the statutory cap on distributed generation resources to 10percent of the electric utilitys fiveyear average peak loadexpanded the MPSCs scope of considerations in integrated resource plans to include affordability, greenhouse gas emissions, environmental justice considerations, the effects on human health, and other environmental concernsprovided the MPSC siting authority over large renewable energy projects31Table of ContentsConsumers updates to its Renewable Energy Plan, which were approved by the MPSC in September2025, and planned updates to its integrated resource plan in 2026 will serve as a blueprint to meeting the requirements of the 2023Energy Law by focusing on increasing the generation of renewable energy, deploying energy storage, helping customers use less energy, and offering demand response programs to reduce demand during critical peak times.CMSEnergy and Consumers Environmental Strategy and ComplianceCMSEnergy and Consumers are committed to protecting the environment; this commitment extends beyond compliance with applicable laws and regulations. Consumers Electric Supply Plan, its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers, is outlined in its integrated resource plan and incorporates Consumers Renewable Energy Plan. The Electric Supply Plan is Consumers blueprint for compliance with Michigans 2023Energy Law and for advancing sustainability objectives. This plan positions Consumers to achieve 60percent renewable energy by 2035 and 100percent clean energy by 2040.Under its Methane Reduction Plan, Consumers has set a goal of net-zero methane emissions from its natural gas delivery system by 2030. Consumers plans to reduce methane emissions from its system by about 80percent from 2012 baseline levels by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices. The remaining emissions will likely be offset through clean fuel alternatives or nature-based carbon removal pathways. For additional information on Consumers Methane Reduction Plan, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlookConsumers Gas Utility Outlook and UncertaintiesGas Environmental Outlook.Consumers has also set a goal to reduce customer greenhouse gas emissions by 25percent by 2035. Consumers expects to meet this goal through carbon offset measures, renewable natural gas, energy efficiency and demand response programs, and the adoption of cost-effective emerging technologies once proven and commercially available.CMSEnergys and Consumers commitment to protecting the environment extends to advancing the principles of environmental justice in current and future operations. These principles center on protecting communities impacted by the companies operations, especially those communities that are most vulnerable and may have suffered disparate impacts of environmental harm.Advancing environmental justice comes in a variety of forms. For example, Consumers has conducted an environmental justice analysis to help understand the environmental impacts of its clean energy transformation. Similarly, Consumers is using an environmental justice screening tool provided by the State of Michigan in the planning of improvements to the electric and gas distribution system, including prioritizing investments in more vulnerable communities. A core tenet of environmental justice is inviting the input of the stakeholders in the local communities where CMSEnergy and Consumers operate and invest. The companies are committed to maintaining a transparent dialogue when developing projects, whether in new or existing areas of operation.CMSEnergy, Consumers, and their subsidiaries are subject to various federal, state, and local environmental regulations for solid waste management, air and water quality, and other matters. Consumers expects to recover costs to comply with environmental regulations in customer rates but cannot guarantee this result. For additional information concerning environmental matters, see Item1A. Risk Factors,Item7. Managements Discussion and Analysis of Financial Condition and Results of 32Table of ContentsOperationsOutlook, and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and Commitments.CMSEnergy has recorded a $48million liability for its subsidiaries obligations associated with BayHarbor and Consumers has recorded a $59million liability for its obligations at a number of former MGP sites. For additional information, see Item1A. Risk Factors and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and Commitments.Costs related to the construction, operation, corrective action, and closure of solid waste disposal facilities for coal ash are significant. Consumers coal ash disposal areas are regulated under Michigans solid waste rules and by the EPAs rules regulating CCRs. To address some of the requirements of these rules, Consumers has converted all of its fly ash handling systems to dry conveyance systems. In addition, Consumers ash facilities have programs designed to protect the environment and are subject to quarterly EGLE inspections. Consumers estimate of capital and cost of removal expenditures to comply with regulations relating to ash disposal is $241million from 2026 through 2030. Consumers future costs to comply with solid waste disposal regulations may vary depending on future legislation, litigation, executive orders, treaties, or rulemaking. These costs may further increase if additional emergency orders necessitate continued operation of the J.H.Campbell plant beyond current expectations. Consumers intends to request recovery of any incremental costs through its ongoing cases before FERC. For additional information, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.For further information concerning estimated capital expenditures related to environmental matters, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlookConsumers Electric Utility Outlook and UncertaintiesElectric Environmental Outlook.InsuranceCMSEnergy and its subsidiaries, including Consumers, maintain insurance coverage generally similar to comparable companies in the same lines of business. The insurance policies are subject to terms, conditions, limitations, and exclusions that might not fully compensate CMSEnergy or Consumers for all losses. A portion of each loss is generally assumed by CMSEnergy or Consumers in the form of deductibles and self-insured retentions that, in some cases, are substantial. As CMSEnergy or Consumers renews its policies, it is possible that some of the present insurance coverage may not be renewed or obtainable on commercially reasonable terms due to restrictive insurance markets.33Table of ContentsHuman CapitalCMSEnergy and Consumers employ a highly trained and skilled workforce comprised of union and nonunion employees. Presented in the following table are the number of employees of CMSEnergy and Consumers: | | | December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Full-time and part-time employees | 8,350 | 8,324 | 8,356 | | | Consumers | | | Full-time and part-time employees | 8,095 | 8,090 | 8,144 | | At December31,2025, unions represented 44percent of CMSEnergys employees and 45percent of Consumers employees. The UWUA represents Consumers and NorthStar Clean Energys operating, maintenance, construction employees and Consumers customer contact center employees. The USW represents Consumers Zeeland plant employees. Consumers union agreements expire in 2030 and the majority of NorthStar Clean Energys represented employees have an agreement that expires in 2029.The safety of co-workers, customers, and the general public is a priority of CMSEnergy and Consumers. Accordingly, CMSEnergy and Consumers have worked to integrate a set of safety principles into their business operations and culture. These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions. On an annual basis, CMSEnergy and Consumers set various safety goals tied to the OSHA recordable incident rate and to high-risk injuries. The companies OSHA recordable incident rate was 2.34 in 2025 and 1.71 in 2024. High-risk injuries encompass all recordable and non-recordable incidents with the potential for serious injury or fatality. In 2025, the companies recorded ninehigh-risk injuries, achieving their goal of less than 12high-risk injuries. Beginning in 2026, the companies will utilize the serious injury incidence rate to measure and set safety goals. The target serious injury incidence rate for 2026 is 0.037, which, if achieved, would place Consumers within the secondquartile of its EEI peer group.Within the utility industry, there is strong competition for rare, high-demand talent, including those related to electric line work, renewable energy generation, technology, and data analytics. In order to address this competition and to be able to meet their human capital needs, CMSEnergy and Consumers provide compensation and benefits that are competitive with industry peers. Furthermore, CMSEnergy and Consumers have developed a comprehensive talent strategy, the People Strategy, to attract, develop, and retain highly skilled co-workers. The strategy focuses on three areas, which are summarized below. The first two areas listed below focus on creating an environment that attracts and retains top talent and ensuring that all co-workers can thrive and contribute to the companies mission and purpose.Cultivating a Purpose-driven Culture: This goal aims to ensure all co-workers understand how their work contributes to CMSEnergys and Consumers key strategic goals. Creating a Breakthrough Employee Experience: A breakthrough employee experience is one that instills pride and ownership in ones work. To measure progress toward a breakthrough employee experience, CMSEnergy and Consumers assess engagement, empowerment, and 34Table of Contentsdiversity, equity, and inclusion efforts using the companies culture index. For the year ended December31,2025, the companies attained scores of:75percent positive sentiment for engagement, up 3percentage points from 202465percent positive sentiment for empowerment, no change from 202475percent positive sentiment for diversity, equity, and inclusion, up 2percentage points from 2024CMSEnergy and Consumers aim to continuously improve these scores every year.Building Skill Sets at Scale: With an overarching goal of ensuring co-workers have the right skills to succeed, CMSEnergy and Consumers measure progress in this area through achievement of workforce planning and hiring milestones and through a first-time skill attainment index to evaluate the effectiveness of training. CMSEnergy and Consumers develop skill sets in coworkers through a variety of means, including union apprenticeship programs and yearly trainings for newly required skills.This talent strategy allows CMSEnergy and Consumers to shape co-workers experience and enable leaders to coach and develop coworkers, source talent, and anticipate and adjust to changing skill sets in the business environment.Diversity, Equity, and InclusionAs a part of their People Strategy, CMSEnergy and Consumers employ a broad and holistic diversity, equity, and inclusion strategy focused on embracing differences and creating a sense of belonging for all co-workers. The strategy is aimed at integrating principles of equity and inclusion into every process and coworker experience. To measure their success, CMSEnergy and Consumers utilize select questions in the annual engagement survey to create a diversity, equity, and inclusion index. For the year ended December31,2025, the diversity, equity, and inclusion index score was 75percent.CMSEnergy and Consumers are committed to building an inclusive workplace that embraces the diverse makeup of the communities that they serve. The following table presents the composition of CMSEnergys and Consumers workforce: | | | December31,2025 | CMSEnergy, includingConsumers | Consumers | | | Percent female employees | 26 | % | 26 | % | | | Percent racially or ethnically diverse employees | 13 | 13 | | | Percent employees with disabilities | 5 | 5 | | | Percent veteran employees | 10 | 10 | | 35Table of ContentsCoworkers are also empowered to engage in business employee resource groups and events that encourage candid conversations around diversity, equity, and inclusion. These activities enhance personal growth, build stronger connections among co-workers, and contribute to a more inclusive workplace. There are eightbusiness employee resource groups available to all coworkers; these groups are:Women in Energy, working toward an inclusive place for all women in the fields they have chosen, from front line to managementthe Minority Advisory Panel, promoting a culture of diversity and inclusion among all racial and ethnic minorities through education, leadership, development, and networkingthe Veterans Advisory Panel, supporting former and active military personnel and assisting in recruiting and retaining veterans through career developmentGenergy, a multigenerational group designed to bridge the gap of learning, networking, and mentoring across the generations of the workforcethe Pride Alliance of CMSEnergy, promoting an inclusive environment that is safe, supportive, and respectful for lesbian, gay, bi-sexual, and transgender persons and alliesCapable, aimed at removing barriers and creating pathways to meaningful work for co-workers of all abilitiesInterfaith, a space for coworkers of all backgrounds to gather and celebrate their unique beliefs, creating an environment of understanding and respect for all faiths, religions, and spiritual beliefs, including those with no faith affiliationPeople and Planet Partners, empowering co-workers to drive social benefits for customers and communities and advance environmental improvements, reduce the companies environmental footprint, and support the companies planet goals36Table of ContentsInformation About CMSEnergys and Consumers Executive OfficersPresented in the following table are the company positions held during the last fiveyears for each of CMSEnergys and Consumers executive officers as of February10, 2026: | | | Name, Age, Position(s) | Period | | | Garrick J. Rochow (age 51) | | | CMSEnergy | | | President, CEO, and Director | 12/2020 Present | | | Consumers | | | President, CEO, and Director | 12/2020 Present | | | NorthStar Clean Energy | | | Chairman of the Board, CEO, and Director | 12/2020 7/2025 | | | Rejji P. Hayes (age 51) | | | CMSEnergy | | | Executive Vice President and CFO | 5/2017 Present | | | Consumers | | | Executive Vice President and CFO | 5/2017 Present | | | NorthStar Clean Energy | | | Chairman of the Board and Director | 7/2025 Present | | | Executive Vice President, CFO, and Director | 5/2017 6/2024 | | | EnerBank | | | Chairman of the Board and Director | 10/2018 10/2021 | | | Tonya L. Berry (age 53) | | | CMSEnergy | | | Executive Vice President and Chief Operating Officer | 7/2025 Present | | | Senior Vice President | 2/2022 7/2025 | | | Consumers | | | Executive Vice President and Chief Operating Officer | 7/2025 Present | | | Senior Vice President | 2/2022 7/2025 | | | Vice President | 11/2018 2/2022 | | | Shaun M. Johnson (age 47) | | | CMSEnergy | | | Executive Vice President and Chief Legal and Administrative Officer | 7/2025 Present | | | Senior Vice President and General Counsel | 5/2019 7/2025 | | | Consumers | | | Executive Vice President and Chief Legal and Administrative Officer | 7/2025 Present | | | Senior Vice President and General Counsel | 5/2019 7/2025 | | | NorthStar Clean Energy | | | Senior Vice President, General Counsel, and Director | 4/2019 6/2024 | | 37 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | Name, Age, Position(s) | Period | | | Brandon J. Hofmeister (age 49) | | | CMSEnergy | | | Senior Vice President | 7/2017 Present | | | Consumers | | | Senior Vice President | 7/2017 Present | | | NorthStar Clean Energy | | | Senior Vice President | 9/2017 6/2024 | | | Lauren Snyder (age 44) | | | CMSEnergy | | | Senior Vice President and Chief Customer and Growth Officer | 7/2025 Present | | | Consumers | | | Senior Vice President and Chief Customer and Growth Officer | 7/2025 Present | | | Vice President | 7/2017 7/2025 | | | Scott B. McIntosh (age 50) | | | CMSEnergy | | | Vice President, Controller, and CAO | 9/2021 Present | | | Vice President and Controller | 6/2021 9/2021 | | | Vice President | 9/2015 6/2021 | | | Consumers | | | Vice President, Controller, and CAO | 9/2021 Present | | | Vice President and Controller | 6/2021 9/2021 | | | Vice President | 9/2015 6/2021 | | | NorthStar Clean Energy | | | Vice President, CAO, and Director | 6/2024 Present | | | Vice President, Controller, and CAO | 9/2021 6/2024 | | | Vice President and Controller | 6/2021 9/2021 | | | Vice President | 9/2015 6/2021 | | There are no family relationships among executive officers and directors of CMSEnergy or Consumers. The list of directors and their biographies will be included in CMSEnergys and Consumers definitive proxy statement for their 2026Annual Meetings of Shareholders to be held May8,2026. The term of office of each of the executive officers extends to the first meeting of the Board after the next annual election of Directors of CMSEnergy and Consumers (to be held on May8,2026). 38 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) Available Information CMSEnergys internet address is www.cmsenergy.com. CMSEnergy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution for material information. Information contained on CMSEnergys website is not incorporated herein. CMSEnergys and Consumers annual reports on Form10K, quarterly reports on Form10Q, current reports on Form8K, and any amendments to those reports filed pursuant to Section13(a)or 15(d)of the Exchange Act are accessible free of charge on CMSEnergys website. These reports are available soon after they are electronically filed with the SEC. Also on CMSEnergys website are CMSEnergys and Consumers: Corporate Governance Principles Articles of Incorporation Bylaws Charters and Codes of Conduct (including the Charters of the Audit Committee, Compensation and Human Resources Committee, Finance Committee, and Governance, Sustainability and Public Responsibility Committee, as well as the Employee, the Board, and Third Party Codes of Conduct) CMSEnergy will provide this information in print to any stockholder who requests it. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address is www.sec.gov. Item1A.Risk Factors CMSEnergy and Consumers are exposed to a variety of factors, often beyond their control, that are difficult to predict and that involve uncertainties that may materially adversely affect CMSEnergys or Consumers business, liquidity, financial condition, or results of operations. Additional risks and uncertainties not presently known or that management believes to be immaterial may also adversely affect CMSEnergy or Consumers. The risk factors described in the following sections, as well as the other information included in this report and in other documents filed with the SEC, should be considered carefully before making an investment in securities of CMSEnergy or Consumers. Risk factors of Consumers are also risk factors of CMSEnergy. Investment/Financial Risks CMSEnergy depends on dividends from its subsidiaries to meet its debt service obligations. Due to its holding company structure, CMSEnergy depends on dividends from its subsidiaries to meet its debt service and other payment obligations. If sufficient dividends were not paid to CMSEnergy by its subsidiaries, CMSEnergy might not be able to generate the funds necessary to fulfill its payment obligations. Consumers ability to pay dividends or acquire its own stock from CMSEnergy is limited by restrictions contained in Consumers preferred stock provisions and potentially by other legal restrictions, such as certain terms in its articles of incorporation and FERC requirements. 39 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) CMSEnergy has indebtedness that could limit its financial flexibility and its ability to meet its debt service obligations. The level of CMSEnergys present and future indebtedness could have several important effects on its future operations, including, among others, that: a significant portion of CMSEnergys cash flow from operations could be dedicated to the payment of principal and interest on its indebtedness and would not be available for other purposes covenants contained in CMSEnergys existing debt arrangements, which require it to meet certain financial tests, could affect its flexibility in planning for, and reacting to, changes in its business CMSEnergys ability to obtain additional financing for working capital, capital expenditures, acquisitions, and general corporate and other purposes could become limited CMSEnergy could be placed at a competitive disadvantage to its competitors that are less leveraged CMSEnergys vulnerability to adverse economic and industry conditions could increase CMSEnergys future credit ratings could fluctuate CMSEnergys ability to meet its debt service obligations and to reduce its total indebtedness will depend on its future performance, which will be subject to general economic conditions, industry cycles, changes in laws or regulatory decisions, and financial, business, and other factors affecting its operations, many of which are beyond its control. CMSEnergy cannot make assurances that its businesses will continue to generate sufficient cash flow from operations to service its indebtedness, which could require CMSEnergy to sell assets or obtain additional financing. CMSEnergy and Consumers have financing needs and could be unable to obtain bank financing or access the capital markets. CMSEnergy and Consumers rely on the capital markets, as well as on bank syndications, to meet their financial commitments and short-term liquidity needs not otherwise funded internally. Disruptions in the capital and credit markets, or the inability to obtain required regulatory authorization for issuances of securities including debt, including as may be required from FERC, could adversely affect CMSEnergys and Consumers access to liquidity needed for their businesses. Any liquidity disruption could require CMSEnergy and Consumers to take measures to conserve cash including, but not limited to, deferring capital expenditures, changing commodity purchasing strategies to avoid collateral-posting requirements, and reducing or eliminating future share repurchases, dividend payments, or other discretionary uses of cash. Entering into new financings is subject in part to capital market receptivity to utility industry securities in general and to CMSEnergys and Consumers securities in particular. CMSEnergy and Consumers continue to explore financing opportunities to supplement their respective financial strategies. These potential opportunities include refinancing and/or issuing new debt, issuing CMSEnergy preferred stock and/or common equity, or entering into commercial paper, bank financing, and leasing arrangements. CMSEnergy and Consumers cannot guarantee the capital markets acceptance of their securities. CMSEnergy and Consumers may also, from time to time, repurchase (either in open market transactions or through privately negotiated transactions), redeem, or otherwise retire outstanding debt. Such activities, if any, will depend on prevailing market conditions, contractual restrictions, and other factors. The amounts involved may or may not be material. 40 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) Certain of CMSEnergys and Consumers securities and those of their affiliates are rated by various credit rating agencies. A reduction or withdrawal of one or more of its credit ratings could have a material adverse impact on CMSEnergys or Consumers ability to access capital on acceptable terms and maintain commodity lines of credit, could increase their cost of borrowing, and could cause CMSEnergy or Consumers to reduce capital expenditures. If either or both were unable to maintain commodity lines of credit, CMSEnergy or Consumers might have to post collateral or make prepayments to certain suppliers under existing contracts. Further, since Consumers provides dividends to CMSEnergy, any adverse developments affecting Consumers that result in a lowering of its credit ratings could have an adverse effect on CMSEnergys credit ratings. Market performance and other changes could decrease the value of employee benefit plan assets, which then could require substantial funding. The performance of various markets affects the value of assets that are held in trust to satisfy future obligations under CMSEnergys and Consumers pension and postretirement benefit plans. CMSEnergy and Consumers have significant obligations under these plans and hold significant assets in these trusts. These assets are subject to market fluctuations and will yield uncertain returns, which could fall below CMSEnergys and Consumers forecasted return rates. A decline in the market value of the assets or a change in the level of interest rates used to measure the required minimum funding levels could significantly increase the funding requirements of these obligations. Also, changes in demographics, including an increased number of retirements or changes in life expectancy assumptions, could significantly increase the funding requirements of the obligations related to the pension and postretirement benefit plans. Industry/Regulatory Risks Changes to ROA could have a material adverse effect on CMSEnergys and Consumers businesses. Michigan law allows electric customers in Consumers service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at 10percent of Consumers sales, with certain exceptions. The proportion of Consumers electric deliveries under the ROA program and on the ROA waiting list is over 10percent. Consumers rates are regulated by the MPSC, while alternative electric suppliers charge market-based rates, putting competitive pressure on Consumers electric supply. Groups are advocating for an ROA-like community solar program that allows third parties to sell directly to customers and offer them a regulated bill credit. If the amount of ROA sales increased, this new ROAlike community solar program were allowed, or electric generation service in Michigan were further deregulated, it could have a material adverse effect on CMSEnergy and Consumers. FERC issued an advance notice of proposed rulemaking in response to the Secretary of the DOEs direction to FERC to consider the advance notice of proposed rulemaking as a means to standardize and expedite interconnection procedures and agreements for large electric loads. If FERC asserts jurisdiction over the distribution components of large-load customers interconnections to the transmission system, or allows large-load customers to directly purchase electricity from wholesale markets, it could have a material adverse effect on CMSEnergy and Consumers. The creation of utilities by municipalities in Consumers service territory, or the impairment of Consumers franchise rights to serve customers in municipalities, could have a material adverse effect on CMSEnergys and Consumers businesses. Michigan law allows Consumers electric and natural gas utility businesses to serve customers pursuant to franchises granted by municipalities. Michigan law also allows municipalities to create, own, and operate 41 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) utilities. If one or more municipalities in Consumers service territory created a new or supplemental utility, or impaired the franchise under which Consumers serves customers in the municipality, it could have a material adverse effect on CMSEnergy and Consumers. Distributed energy resources could have a material adverse effect on CMSEnergys and Consumers businesses. Michigan law allows customers to use distributed energy resources for their electric energy needs. These distributed energy resources are connected to Consumers electric grid. The 2023Energy Law increases the cap on Consumers distributed generation program to 10percent of utilities peak loads. It also specifies an inflow and outflow rate method that must be implemented by the MPSC. FERC policy allows many customer-owned behind-the-meter and grid-connected distributed energy resources to participate in and receive revenue from wholesale electricity markets, as governed by evolving wholesale market rules subject to FERC oversight. Increased customer use of distributed energy resources could result in a reduction of Consumers electric sales. Third parties operations of distributed energy resources could also potentially have a negative impact on the stability of the grid. An increase in customers use of distributed energy resources, and the rate structure for distributed energy resources customers use of Consumers system and Consumers purchases of their excess generation, could have a material adverse effect on CMSEnergy and Consumers. CMSEnergy and Consumers are subject to rate regulation, which could have a material adverse effect on financial results. CMSEnergy and Consumers are subject to rate regulation. Consumers electric and gas retail rates are set by the MPSC and cannot be changed without regulatory authorization. If rate regulators fail to provide adequate rate relief, it could have a material adverse effect on Consumers or Consumers plans for making significant capital investments. Additionally, increasing rates could result in additional regulatory scrutiny, regulatory or legislative actions, and increased competitive or political pressures, all of which could have a material adverse effect on CMSEnergys and Consumers liquidity, financial condition, and results of operations. Orders of the MPSC could limit recovery of costs of providing service. These orders could also result in adverse regulatory treatment of other matters. For example, MPSC orders could prevent or curtail Consumers from shutting off nonpaying customers, could prevent or limit the implementation of an electric or gas revenue mechanism, or could penalize Consumers for not meeting service and reliability standards. Regulators could face competitive or political pressures to avoid or limit rate increases for a number of reasons, including affordability concerns, economic downturn, reliability and economic justice concerns, or decreased customer base, among others. FERC authorizes certain subsidiaries of CMSEnergy, including Consumers, to sell wholesale electricity at market-based rates and to provide certain other wholesale electric services at rates and terms subject to FERC approval. Failure of these subsidiaries to maintain this FERC authority could have a material adverse effect on CMSEnergys and Consumers liquidity, financial condition, and results of operations. Electric transmission and natural gas pipeline rates paid by Consumers and other CMSEnergy subsidiaries are also set by FERC, as are the tariff terms governing the participation of Consumers and other CMSEnergy subsidiaries in FERC-regulated wholesale electricity markets operated by regional transmission organizations and independent system operators such as MISO and PJM. At least one CMSEnergy subsidiary participates in the wholesale electricity markets operated by ERCOT, over which FERC has limited control. Consumers also faces regulatory uncertainty resulting from the U.S.Secretary of Energys emergency orders issued under the Federal Power Act and associated DOE regulations, which direct continued 42 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) operation of the J.H.Campbell, as well as similar prior or future executive actions, including the January2025 and April2025 executive orders related to energy supply and reliability. The Federal Power Act, DOE regulations, and U.S.Secretary of Energy emergency orders all provide for cost recovery associated with continued operations, but there is not currently a FERC-approved MISO Tariff for recovery of compliance costs associated with the continued operation of J.H.Campbell, and continued operation of J.H.Campbell is not contemplated in Consumers current MPSC rates or rate filings at the MPSC. Consumers is pursuing cost recovery at FERC but cannot predict the outcome of those efforts or the impact of other executive actions. The various risks associated with the MPSC and FERC regulation of CMSEnergys and Consumers businesses, which include the risk of adverse decisions in any number of rate or regulatory proceedings before either agency, as well as judicial proceedings challenging any agency decisions, could have a material adverse effect on CMSEnergy and Consumers. Changes to the tariffs or business practice manuals of certain wholesale market operators such as MISO, PJM, or ERCOT, or corresponding impacts such as interconnection delays for new electric generation or storage projects, could also have a material adverse effect on CMSEnergy and Consumers. Utility regulation, state or federal legislation, regulation, and compliance could have a material adverse effect on CMSEnergys and Consumers businesses. CMSEnergy and certain of its subsidiaries, including Consumers, are subject to, or affected by, extensive utility regulation and state and federal legislation and regulation, including through application of policies and rules of numerous state and federal agencies and governmental entities. If it were determined that CMSEnergy or Consumers failed to comply with applicable laws and regulations or with applicable tariff provisions, they could become subject to fines, penalties, refund or disgorgement orders, or disallowed costs, or be required to implement additional compliance, cleanup, or remediation programs, the cost of which could be material. CMSEnergy and Consumers cannot predict the impact of new laws, rules, regulations, tariffs, principles, orders, or practices by federal or state agencies or wholesale electricity market operators, or challenges or changes to present laws, rules, regulations, tariffs, principles, orders, or practices and the interpretation of any adoption or change. Furthermore, any state or federal legislation, regulation, order, or other action concerning CMSEnergys or Consumers operations could also have a material adverse effect. FERC, through NERC and its delegated regional entities, oversees reliability of certain portions of the electric grid. CMSEnergy and Consumers cannot predict the impact of the DOE or FERC orders or actions of NERC and its regional entities on electric system reliability. Additionally, natural gas pipeline infrastructure has recently been under scrutiny following disruptions related to extreme weather and cyber incidents. Additional regulation in this area could adversely affect Consumers gas operations. CMSEnergy and Consumers have announced ambitious plans to reduce their impact on climate change and increase the reliability of their electric distribution system. Achieving these plans depends on numerous factors, many of which are outside of their control. Consumers has announced a long-term strategy for delivering clean, reliable, resilient, and affordable energy, and other subsidiaries of CMSEnergy have plans to develop and operate clean energy assets. The MPSC, FERC, other regulatory authorities, or other third parties may prohibit, delay, or impair some or all of CMSEnergys and Consumers planned acquisitions or development of owned or purchased electric generation and storage capacity. Consumers planned electric generation capacity, including renewable generation or storage projects, may be adversely impacted by interconnection delays at MISO or in the footprints of other regional transmission organizations, and/or by interconnection costs. CMSEnergy and Consumers and its contractors may be unable to acquire, site, construct timely, and/or permit generation and storage capacity, including some or all of the generation and storage capacity 43 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) proposed in Consumers plan. CMSEnergy and Consumers ability to implement their plans may be affected by environmental regulations, global supply chain disruptions, import tariffs, and changes in the cost, availability, and supply of generation and storage capacity. While CMSEnergy and Consumers continue to advocate for advances in commercially available technologies required to reduce or eliminate greenhouse gases on a cost-effective basis at scale, such advances are largely outside of CMSEnergys and Consumers control. Advancements in technology related to items such as battery storage, carbon capture/storage, and electric vehicles may not become commercially available or economically feasible as projected. Customer programs such as energy efficiency and demand response may not realize the projected levels of customer participation. Consumers has also announced its electric Reliability Roadmap. The Reliability Roadmap includes larger investments in grid hardening, distribution capacity, and automation to deliver better than median reliability to customers given increasingly severe weather and customer adoption of new technologies. The MPSC or other third parties may prohibit, delay, or impair the Reliability Roadmap and some or all of the associated capital investments. Consumers ability to implement its plan may be affected by global supply chain disruptions and/or workforce availability. Consumers has also announced its Natural Gas Delivery Plan, a rolling tenyear investment plan to deliver safe, reliable, clean, and affordable natural gas to customers. This plan includes accelerated infrastructure replacements, innovative leak detection technology, and process changes to reduce or eliminate methane emissions. The MPSC, FERC, U.S.Department of Transportation, other regulatory authorities, or other third parties may prohibit, delay, or impair the Natural Gas Delivery Plan and some or all of the associated capital investments. Consumers ability to implement its plan may be affected by environmental regulations, global supply chain disruptions, import tariffs, and changes in the cost, availability, and supply of natural gas or the ability to deliver natural gas to customers. Advancements in technology related to items such as renewable natural gas may not become commercially available or economically feasible as projected in Consumers plan. CMSEnergy and Consumers could suffer financial loss, reputational damage, litigation, or other negative repercussions if they are unable to achieve their ambitious plans. Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could negatively impact CMSEnergy and Consumers. CMSEnergy and Consumers are required to make judgments regarding the potential tax effects of various financial transactions and results of operations in order to estimate their obligations to taxing authorities. The tax obligations include income taxes, real estate taxes, sales and use taxes, employment-related taxes, and ongoing issues related to these tax matters. The judgments include determining reserves for potential adverse outcomes regarding tax positions that have been taken and may be subject to challenge by the IRS and/or other taxing authorities. Unfavorable settlements of any of the issues related to these reserves or other tax matters at CMSEnergy or Consumers could have a material adverse effect. Additionally, changes in federal, state, or local tax rates or other changes in tax laws could have adverse impacts. In July2025, PresidentTrump signed the OBBBA into law. CMSEnergy and Consumers evaluated the provisions of the OBBBA and concluded that the legislation is not expected to have a material impact on their respective financial statements. This conclusion is subject to change as additional guidance or interpretations become available. 44 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) CMSEnergy and its subsidiaries, including Consumers, must comply with the Dodd-Frank Act and its related regulations. The Dodd-Frank Act provides for regulation by the Commodity Futures Trading Commission of certain commodity-related contracts. Although CMSEnergy, Consumers, and certain subsidiaries of NorthStar Clean Energy qualify for an end-user exception from mandatory clearing of commodity-related swaps, these regulations could affect the ability of these entities to participate in these markets and could add additional regulatory oversight over their contracting activities. CMSEnergy and Consumers could incur substantial costs to comply with environmental requirements. CMSEnergy and Consumers are subject to costly and stringent environmental regulations that may require additional significant capital expenditures for CCR disposal and storage, emission reductions, and PCB remediation. In addition, regulatory action on PFAS at the state and/or federal level could cause CMSEnergy and Consumers to further test and remediate some sites if PFAS is present at certain levels. Present and reasonably anticipated state and federal environmental statutes and regulations will continue to have a material effect on CMSEnergy and Consumers. CMSEnergy and Consumers have interests in fossil-fuel-fired power plants, other types of power plants, and natural gas systems that emit greenhouse gases. Federal, state, and local environmental laws, regulations and orders, as well as international accords and treaties, could require CMSEnergy and Consumers to install additional equipment for emission controls, undertake heat-rate improvement projects, purchase carbon emissions allowances, curtail or extend operations, invest in generating capacity with fewer carbon dioxide emissions, or take other significant steps to manage or lower the emission of greenhouse gases. Similarly, Consumers could be restricted from constructing natural gas infrastructure due to potential environmental regulations, which could require more costly alternatives. The following risks related to climate change, emissions, and environmental regulations could also have a material adverse impact on CMSEnergy and Consumers: a change in policy/regulation, regulators implementation of policy/regulation or litigation originated by third parties against CMSEnergy or Consumers due to CMSEnergys or Consumers greenhouse gas or other emissions or CCR disposal and storage impairment of CMSEnergys or Consumers reputation due to their greenhouse gas or other emissions and public perception of their response to potential environmental regulations, rules, orders, and legislation weather that may affect customer demand, company operations, or company infrastructure, including catastrophic weather-related damage and extreme temperatures; natural disasters such as severe storms, floods, and droughts; fires; or smoke implementation of state or federal environmental justice requirements Consumers expects to collect fully from its customers, through the ratemaking process, expenditures incurred to comply with environmental regulations, but cannot guarantee this outcome. There is not currently a FERC-approved MISO Tariff for recovery of compliance costs associated with the continued operation of J.H.Campbell, and continued operation of J.H.Campbell is not contemplated in Consumers current MPSC rates or rate filings at the MPSC. Consumers is pursuing cost recovery at FERC but cannot predict the outcome of those efforts or the impact of other executive actions. If Consumers were unable to recover these expenditures from customers in rates, CMSEnergy or Consumers could be required to seek significant additional financing to fund these expenditures. 45 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) For additional information regarding compliance with environmental regulations, see Item1. BusinessCMSEnergy and Consumers Environmental Strategy and Compliance and Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsOutlook. CMSEnergys and Consumers businesses could be affected adversely by any delay in meeting environmental requirements. A delay or failure by CMSEnergy or Consumers to obtain or maintain any necessary environmental permits or approvals to satisfy any applicable environmental regulatory requirements or install emission or pollution control equipment could: prevent the construction of new facilities prevent the continued operation of and sale of energy from existing facilities modify the way in which a facility is operated prevent the suspension of operations at existing facilities prevent the modification of existing facilities result in significant additional costs, including fines or penalties CMSEnergy and Consumers expect to incur additional substantial costs related to environmental remediation of former sites. Consumers expects to incur additional substantial costs related to the remediation of its former MGP sites and other response activity costs at a number of other former sites, including, but not limited to, sites of retired coal-fueled electric generating units and sites containing coal ash and related materials, under NREPA, RCRA, CERCLA and related state and federal regulations. Consumers believes these costs should be recoverable in rates but cannot guarantee that outcome. Business/Operations Risks There are risks associated with Consumers substantial capital investment program planned for the next fiveyears. Consumers planned investments include the construction or acquisition of electric generation, electric and gas infrastructure, conversions and expansions, environmental controls, electric grid automation technologies, and other electric and gas investments to upgrade delivery systems, as well as decommissioning of older facilities. The success of these capital investments depends on or could be affected by a variety of factors that include, but are not limited to: effective pre-acquisition evaluation of asset values, future operating costs, potential environmental and other liabilities, and other factors beyond Consumers control effective cost and schedule management of new capital projects availability of qualified construction personnel, both internal and contracted effective and timely contractor performance changes in commodity and other prices, applicable tariffs, and/or material and equipment availability governmental actions interconnection uncertainty, delays, and costs for electric generation projects 46 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) operational performance changes in environmental, legislative, and regulatory requirements regulatory cost recovery inflation of labor rates and material and equipment prices supply chain disruptions and increased lead times barriers to accessing key materials for renewable projects (solar, battery, and other key equipment) created by geopolitical relations It is possible that adverse events associated with these factors could have a material adverse effect on Consumers. CMSEnergy and Consumers could be affected adversely by legacy litigation and retained liabilities. The agreements that CMSEnergy and Consumers enter into for the sale of assets can include provisions whereby they are required to: retain specified preexisting liabilities, such as for taxes, pensions, or environmental conditions indemnify the buyers against specified risks, including the inaccuracy of representations and warranties that CMSEnergy and Consumers make make payments to the buyers depending on the outcome of post-closing adjustments, litigation, audits, or other reviews, including claims resulting from attempts by foreign or domestic governments to assess taxes on past operations or transactions Many of these contingent liabilities can remain open for extended periods of time after the sales are closed. Depending on the extent to which the buyers might ultimately seek to enforce their rights under these contractual provisions, and the resolution of any disputes concerning them, there could be a material adverse effect on CMSEnergys or Consumers liquidity, financial condition, and results of operations. Consumers is exposed to risks related to general economic conditions in its service territories. Consumers electric and gas utility businesses are affected by the economic conditions impacting the customers they serve. If the Michigan economy becomes sluggish or declines, Consumers could experience reduced demand for electricity or natural gas that could result in decreased earnings and cash flow. In addition, economic conditions in Consumers service territory affect its collections of accounts receivable and levels of lost or stolen gas. Consumers is exposed to changes in customer usage that could impact financial results. Technology advances, government incentives and subsidies, and regulatory decisions could increase the cost effectiveness of customer-owned methods of producing electricity and managing energy use resulting in reduced load, cross subsidization, and increased costs. Customers could also reduce their consumption of electricity and natural gas through energy waste reduction programs. Similarly, customers could also reduce their consumption of natural gas through alternative technologies or fuels or through electrification. CMSEnergys and Consumers energy sales and operations are affected by seasonal factors and varying weather conditions from year to year. CMSEnergys and Consumers utility operations are seasonal. The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment, while peak demand for natural gas occurs in the winter due to colder temperatures and the 47 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) resulting use of natural gas as heating fuel. Accordingly, CMSEnergys and Consumers overall results may fluctuate substantially on a seasonal basis. Mild temperatures during the summer cooling season and winter heating season as well as the impact of extreme weather events on Consumers system could have a material adverse effect. Demand for electricity associated with data center expansion could have a material effect on CMSEnergy and Consumers. Consumers utility operations are affected by new customers and load growth. Rapid expansion of data centers associated with increasing demand for cloud services, artificial intelligence, and other applications could lead to an unprecedented increase in demand for electric power in MISO and in Consumers service territory. Data center electric demand could require a rapid and significant increase in generation capacity and grid infrastructure in the MISO footprint as well as in Consumers service territory, which could have a material effect on CMSEnergy and Consumers. Alternatively, this rapid expansion of data centers and resulting increase in demand for electric power in MISO and in Consumers service territory may not develop as anticipated. Efforts to attract data center developers could be unsuccessful as other utilities and regions compete for these projects, which may limit future load growth. In addition, local zoning, permitting, landuse constraints, and other external factors outside Consumers control could impede data center development. If these challenges arise and cannot be effectively mitigated, the anticipated benefits of data center load growth may not materialize. Further, even when data center customers enter into contracts to purchase utility service, there is a risk they may not fulfill their contractual or tariff obligations. CMSEnergy and Consumers are subject to information security risks, risks of unauthorized access to their systems, and technology failures. In the regular course of business, CMSEnergy and Consumers handle a range of sensitive confidential security and customer information. In addition, CMSEnergy and Consumers operate in a highly regulated industry that requires the continued operation of sophisticated information and control technology systems and network infrastructure. Despite implementation of security measures, technology systems, including disaster recovery and backup systems, are vulnerable to failure, cyber attacks, unauthorized access, and being disabled. These events could impact the reliability of electric generation and electric and gas delivery and also subject CMSEnergy and Consumers to financial harm. Cyber attacks, which include the use of malware, ransomware, computer viruses, and other means for disruption or unauthorized access against companies, including CMSEnergy and Consumers, are increasing in frequency, scope, and potential impact. While CMSEnergy and Consumers have not been subject to cyber incidents that have had a material impact on their operations to date, their security measures in place may be insufficient to prevent a major cyber incident in the future. If technology systems, including disaster recovery and backup systems, were to fail or be breached, CMSEnergy and Consumers might not be able to fulfill critical business functions, and sensitive confidential and proprietary data could be compromised. In addition, because CMSEnergys and Consumers generation, transmission, and distribution systems are part of an interconnected system, a disruption caused by a cyber incident at another utility, electric generator, system operator, or commodity supplier could also adversely affect CMSEnergy or Consumers. A variety of technological tools and systems, including both company-owned IT and technological services provided by outside parties, support critical functions. The failure of these technologies, including backup systems, or the inability of CMSEnergy and Consumers to have these technologies supported, updated, expanded, or integrated into other technologies, could hinder their business operations. 48 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) CMSEnergys and Consumers businesses have liability risks. Assets, equipment, and personnel of CMSEnergy and Consumers, including electric and gas delivery systems, power plants, gas infrastructure including storage facilities, wind energy or solar equipment, energy products, energy storage assets, vehicle fleets and equipment, other assets, or employees and contractors, could be involved in incidents, failures, or accidents that result in injury, loss of life, or property loss and damage to customers, employees, or the public. Although CMSEnergy and Consumers have insurance coverage for many potential incidents (subject to deductibles, limitations, and selfinsurance amounts that could be material), depending upon the nature or severity of any incident, failure, or accident, CMSEnergy or Consumers could suffer financial loss, reputational damage, and negative repercussions from regulatory agencies or other public authorities, even where there is no legal liability. CMSEnergy and Consumers are subject to risks that are beyond their control, including but not limited to natural disasters, civil unrest, terrorist attacks and related acts of war, cyber incidents, vandalism, and other catastrophic events. Natural disasters, severe weather, extreme temperatures, wildfires, fires, smoke, flooding, wars, terrorist acts, civil unrest, vandalism, theft, cyber incidents, government shutdowns, pandemics, and other catastrophic events could result in severe damage to CMSEnergys and Consumers assets beyond what could be recovered through insurance policies (which are subject to deductibles, limitations, and selfinsurance amounts that could be material), could require CMSEnergy and Consumers to incur significant upfront costs, and could severely disrupt operations, resulting in loss of service to customers. There is also a risk that regulators could, after the fact, conclude that Consumers preparedness or response to such an event was inadequate and take adverse actions as a result. Energy risk management strategies might not be effective in managing fuel and electricity pricing risks, which could result in unanticipated liabilities to CMSEnergy and Consumers or increased volatility in their earnings. CMSEnergy and Consumers are exposed to changes in market prices for commodities including, but not limited to, natural gas, coal, electric capacity, electric energy, emission allowances, gasoline, diesel fuel, and RECs. CMSEnergy and Consumers manage commodity price risk using established policies and procedures, and they may use various contracts to manage this risk, including swaps, options, futures, and forward contracts. No assurance can be made that these strategies will be successful in managing CMSEnergys and Consumers risk or that they will not result in net liabilities to CMSEnergy or Consumers as a result of future volatility. A substantial portion of Consumers operating expenses for its electric generating plants and vehicle fleet consists of the costs of obtaining commodities. The contracts associated with Consumers fuel for electric generation and purchased power are executed in conjunction with the PSCR mechanism, which is designed to allow Consumers to recover prudently incurred costs associated with its positions in these commodities. If the MPSC determined that any of these contracts or related contracting policies were imprudent, recovery of these costs could be disallowed. Natural gas prices in particular have been historically volatile. Consumers routinely enters into contracts for natural gas to mitigate exposure to the risks of demand, market effects of weather, and changes in commodity prices associated with the gas distribution business. These contracts are executed in conjunction with the GCR mechanism, which is designed to allow Consumers to recover prudently incurred costs associated with its natural gas positions. If the MPSC determined that any of these contracts or related contracting policies were imprudent, recovery of these costs could be disallowed. 49 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) CMSEnergy and Consumers do not always hedge any or all of the exposure of their operations from commodity price volatility. Furthermore, the ability to hedge exposure to commodity price volatility depends on liquid commodity markets. As a result, to the extent the commodity markets are illiquid, CMSEnergy and Consumers might not be able to execute their risk management strategies, which could result in larger unhedged positions than preferred at a given time. To the extent that unhedged positions exist, fluctuating commodity prices could have a negative effect on CMSEnergy and Consumers. Changes in laws that limit CMSEnergys and Consumers ability to hedge could also have a negative effect on CMSEnergy and Consumers. CMSEnergy and Consumers might not be able to obtain an adequate supply of natural gas or coal, which could limit their ability to operate electric generation facilities or serve Consumers natural gas customers. CMSEnergy and Consumers have contracts in place for the supply and transportation of the natural gas, coal, and other fuel sources they require for their electric generating capacity. Consumers also has interstate transportation and supply agreements in place to facilitate delivery of natural gas to its customers. Apart from the contractual and monetary remedies available to CMSEnergy and Consumers in the event of a counterpartys failure to perform under any of these contracts, there can be no assurances that the counterparties to these contracts will fulfill their obligations to provide natural gas or coal to CMSEnergy or Consumers. The counterparties under the agreements could experience financial or operational problems that inhibit their ability to fulfill their obligations to CMSEnergy or Consumers. In addition, counterparties under these contracts might not be required to supply natural gas or coal to CMSEnergy or Consumers under certain circumstances, such as in the event of a natural disaster or severe weather. If Consumers were unable to obtain its supply requirements, it could be required to purchase natural gas or coal at higher prices, implement its natural gas curtailment program filed with the MPSC, or purchase replacement power at higher prices. Unplanned outages or maintenance could be costly for CMSEnergy or Consumers. Unforeseen outages or maintenance of the electric and gas delivery systems, power plants, gas infrastructure including storage facilities and compression stations, wind energy or solar equipment, energy storage assets, and energy products owned in whole or in part by CMSEnergy or Consumers may be required for many reasons. When unplanned outages occur, CMSEnergy and Consumers will not only incur unexpected maintenance expenses, but may also have to make spot market purchases of electric and gas commodities that may exceed CMSEnergys or Consumers expected cost of generation or gas supply, be forced to curtail services, or retire a given asset if the cost or timing of the maintenance is not reasonable and prudent. Unplanned generator outages could reduce the capacity credit CMSEnergy or Consumers receives from MISO and could cause CMSEnergy or Consumers to incur additional capacity costs in future years. General Risk Factors CMSEnergy and Consumers are exposed to counterparty risk. Adverse economic conditions or financial difficulties experienced by counterparties with whom CMSEnergy and Consumers do business could impair the ability of these counterparties to pay for CMSEnergys and Consumers services and/or fulfill their contractual obligations, including performance and payment of damages. CMSEnergy and Consumers depend on these counterparties to remit payments and perform contracted services in a timely and adequate fashion. In addition, any delay or default in payment or performance, including inadequate performance, of contractual obligations (such 50 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) as contractual obligations by third parties to purchase utility services, perform work, supply equipment, provide services, and meet related specifications or requirements), could have a material adverse effect on CMSEnergy and Consumers. Volatility and disruptions in capital and credit markets could have a negative impact on CMSEnergys and Consumers lenders, vendors, contractors, suppliers, customers, and other counterparties, causing them to fail to meet their obligations. CMSEnergy and Consumers are exposed to significant reputational risks. CMSEnergy and Consumers could suffer negative impacts to their reputations as a result of operational incidents, accidents, actual or perceived violations of corporate policies or regulatory violations, inappropriate use of social media, or other events. Reputational damage could have a material adverse effect and could result in negative customer perception and increased regulatory oversight. A work interruption or other union actions could adversely affect CMSEnergy and Consumers. At December31,2025, unions represent 45percent of Consumers employees and 22percent of NorthStar Clean Energys employees. Consumers union agreements expire in 2030 and the majority of NorthStar Clean Energys represented employees have an agreement that expires in 2029. If these employees were to engage in a strike, work stoppage, or other slowdown, CMSEnergy or Consumers could experience a significant disruption in its operations and higher ongoing labor costs. Failure to attract and retain an appropriately qualified workforce could adversely impact CMSEnergys and Consumers results of operations. In some areas, competition for skilled employees is high and if CMSEnergy and Consumers were unable to match skill sets to future needs, they could encounter operating challenges and increased costs. These challenges could include a lack of resources, loss of knowledge, and delays in skill development. Additionally, higher costs could result from the use of contractors to replace employees, loss of productivity, and safety incidents. Failing to train replacement employees adequately and to transfer internal knowledge and expertise could adversely affect CMSEnergys and Consumers ability to manage and operate their businesses. Item1B.Unresolved Staff Comments None. Item1C.Cybersecurity Enterprise Risk Management: CMSEnergy and Consumers manage security risks, including cybersecurity risks, through a robust enterprise risk management program that includes people, processes, technology, and governance structures. The enterprise risk management program identifies risks that may significantly impact the business and informs the companies risk-mitigation strategies. The enterprise risk management program is reviewed with the Board at least annually. Cybersecurity Program: CMSEnergys and Consumers security function, led by the Vice President of IT and Security and CIO, is accountable for cyber and physical security and is subject to various state, federal, and industry cybersecurity, physical security, and privacy regulations. Their cybersecurity program is responsible for assessing, identifying, and managing risks from cybersecurity threats using industry frameworks, as well as best practices developed by government and industry partners. All employees and contractors are required to complete annual trainings on a variety of security-related 51 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) topics. Additionally, the companies continuously upgrade technological investments designed to prevent, detect, and respond to attacks. The companies electric, natural gas, and corporate systems each follow standards, controls, and requirements designed to maintain compliance with applicable regulations and standards, such as MPSC, NERC critical infrastructure protection, and payment card industry regulations. Technology projects and third-party service providers are reviewed for adherence to cybersecurity requirements. CMSEnergys and Consumers cybersecurity program focuses on finding and remediating vulnerabilities in their systems. The companies use third-party firms for penetration testing, audits, and assessments, and conduct technical exercises to practice their response to simulated events as well as tabletop exercises to test that response using their incident command system, including leadership decisions. The companies also have a dedicated, proactive function focused fully on monitoring CMSEnergys and Consumers systems and responding when cybersecurity attacks occur. This includes regular information sharing with industry partners, peer utilities, and state and federal partners. The companies incident response plan outlines the individuals responsible, the methods employed, and the timeline for notifying state and federal governmental agencies. The companies retain a third-party cybersecurity firm to assist with potentially significant cybersecurity incidents and have invested in cybersecurity insurance to offset costs incurred from any such cybersecurity incidents. To manage cybersecurity risks associated with the companies use of third-party service providers, the companies incorporate security requirements into contracts, when deemed applicable, and pursue third-party security certifications for vendors with a higher risk profile. CMSEnergy and Consumers have experienced no material cybersecurity incidents; however, future cybersecurity incidents could materially affect their business strategy, results of operations, or financial condition. For additional details regarding these and other uncertainties, see Item1A. Risk Factors. Managements Role: The Vice President of IT and Security and CIO has over 25years of IT and security experience and, to enhance governance, reports to the Executive Vice President of Business Transformation and Chief Legal and Administrative Officer. The Vice President of IT and Security and CIO is responsible for informing the CEO and other members of senior management, as necessary, about cybersecurity incidents, covering prevention, detection, mitigation, and remediation efforts as they are detected by the cybersecurity team. Cybersecurity incidents are managed using the companies standard process for critical events. In the event of such cybersecurity incidents, the Vice President of IT and Security and CIO communicates and collaborates with the officers of the companies and subject matter experts to address business continuity, contingency, and recovery plans. Senior management will notify the Board, including the Audit Committee, of any significant cybersecurity incidents. Board Oversight: As part of the Boards risk oversight process, senior management meets with the Board or Audit Committee at least twice annually to provide updates on and discuss cybersecurity. Such updates include a review of the companies cybersecurity strategy, a scan of the threat landscape, and recent performance. Additionally, cybersecurity risks are included in the Audit Committees risk oversight functions, which focus on operating and financial activities that could impact the companies financial and other disclosure reporting. The Audit Committees oversight involves reviewing and approving policies on risk assessment, controls, and accounting risk exposure. The Audit Committee also reviews internal audit reports regarding cybersecurity processes, and receives updates that focus on CMSEnergys and Consumers cybersecurity program, mitigation of cybersecurity risks, and assessments by third-party experts. Of note, twomembers of the Board have extensive industry experience in cybersecurity and are on CMSEnergys and Consumers Audit Committee. 52 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) Item2.Properties Descriptions of CMSEnergys and Consumers properties are found in the following sections of Item1. Business, all of which are incorporated by reference in this Item2: GeneralCMSEnergy GeneralConsumers Business SegmentsConsumers Electric UtilityElectric Utility Properties Business SegmentsConsumers Electric UtilityElectric Utility Generation and Supply Mix Business SegmentsConsumers Gas UtilityGas Utility Properties Business SegmentsNorthStar Clean EnergyNon-utility Operations and InvestmentsIndependent Power Production Item3.Legal Proceedings For information regarding CMSEnergys and Consumers significant pending administrative and judicial proceedings involving regulatory, operating, transactional, environmental, and other matters, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters and Note4, Contingencies and Commitments. CMSEnergy, Consumers, and certain of their affiliates are also parties to routine lawsuits and administrative proceedings incidental to their businesses involving, for example, claims for personal injury and property damage, contractual matters, various taxes, and rates and licensing. Item4.Mine Safety Disclosures Not applicable. 53 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) PartII Item5.Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities CMSEnergy CMSEnergys common stock is traded on the NewYork Stock Exchange under the symbol CMS. At January16, 2026, the number of registered holders of CMSEnergys common stock totaled 22,938, based on the number of record holders. For additional information regarding securities authorized for issuance under equity compensation plans, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote12, Stock-based Compensation and Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. For additional information regarding dividends and dividend restrictions, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote5, Financings and Capitalization. Comparison of Fiveyear Cumulative Total Return | | | Five-year Cumulative Total Return | | | Company/Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | | CMSEnergy | $ | 100 | $ | 110 | $ | 110 | $ | 104 | $ | 124 | $ | 134 | | | S&P 500 Index | 100 | 129 | 105 | 133 | 166 | 196 | | | S&P 400 Utilities Index | 100 | 120 | 120 | 104 | 136 | 164 | | These cumulative total returns assume reinvestments of dividends.54Table of ContentsConsumersConsumers common stock is privately held by its parent, CMSEnergy, and does not trade in the public market.Issuer Repurchases of Equity SecuritiesCMSEnergy repurchases common stock to satisfy the minimum statutory income tax withholding obligation for common shares that have vested under the PISP. The value of shares repurchased is based on the market price on the vesting date. Presented in the following table are CMSEnergys repurchases of common stock for the threemonths ended December31,2025: | | | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | | October 1, 2025 to October 31, 2025 | | $ | | | | | | | | | | | | November 1, 2025 to November 30, 2025 | 132 | 73.99 | | | December1,2025 to December31,2025 | 320 | 69.84 | | | Total | 452 | $ | 71.05 | | As of December31,2025, CMSEnergy has no other publicly announced plans or programs that permit the repurchase of equity securities.Unregistered Sales of Equity SecuritiesNone.Item6.Reserved55Table of ContentsItem7.Managements Discussion and Analysis of Financial Condition and Results of OperationsThis Managements Discussion and Analysis of Financial Condition and Results of Operations is a combined report of CMSEnergy and Consumers.Executive OverviewCMSEnergy is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and NorthStar Clean Energy, primarily a domestic independent power producer and marketer. Consumers electric utility operations include the generation, purchase, distribution, and sale of electricity, and Consumers gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas. Consumers customer base consists of a mix of primarily residential, commercial, and diversified industrial customers. NorthStar Clean Energy, through its subsidiaries and equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production.CMSEnergy and Consumers manage their businesses by the nature of services each provides. CMSEnergy operates principally in three business segments: electric utility; gas utility; and NorthStar Clean Energy, its nonutility operations and investments. Consumers operates principally in two business segments: electric utility and gas utility. CMSEnergys and Consumers businesses are affected primarily by:regulation and regulatory mattersstate and federal legislationeconomic conditionsload growthweatherenergy commodity pricesinterest ratestheir securities credit ratingsThe Triple Bottom LineCMSEnergys and Consumers purpose is to provide safe, reliable, affordable, clean, and equitable energy in service of their customers. In support of this purpose, CMSEnergy and Consumers couple digital transformation with the CEWay, a lean operating system designed to improve safety, quality, cost, delivery, and employee morale.56Table of ContentsCMSEnergy and Consumers measure their progress toward the purpose by considering their impact on the triple bottom line of people, planet, and prosperity; this consideration takes into account not only the economic value that CMSEnergy and Consumers create for customers and investors, but also their responsibility to social and environmental goals. The triple bottom line balances the interests of employees, customers, suppliers, regulators, creditors, Michigans residents, the investment community, and other stakeholders, and it reflects the broader societal impacts of CMSEnergys and Consumers activities.CMSEnergys Sustainability Report, which is available to the public, describes CMSEnergys and Consumers progress toward world class performance measured in the areas of people, planet, and prosperity.People: The people element of the triple bottom line represents CMSEnergys and Consumers commitment to their employees, their customers, the residents of local communities in which they do business, and other stakeholders.The safety of co-workers, customers, and the general public is a priority of CMSEnergy and Consumers. Accordingly, CMSEnergy and Consumers have worked to integrate a set of safety principles into their business operations and culture. These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions. CMSEnergy and Consumers also place a high priority on customer value and on providing reliable, affordable, and equitable energy in service of their customers. Consumers customer-driven investment program is aimed at improving safety and increasing electric and gas reliability.Inthe electric rate case it filed with the MPSC in June2025, Consumers updated its Reliability Roadmap, a fiveyear strategy to improve Consumers electric distribution system and the reliability of the grid. The plan proposes spending through 2029 for projects designed to reduce the number and duration of power outages to customers through investment in infrastructure upgrades, vegetation management, and grid 57Table of Contentsmodernization. Consumers has requested rate recovery of the investments needed to achieve the Reliability Roadmaps key objectives in its electric rate cases.Central to Consumers commitment to its customers are the initiatives it has undertaken to keep electricity and natural gas affordable, including:replacement of coal-fueled generation and PPAs with a cost-efficient and reliable mix of renewable energy, less-costly dispatchable generation sources, and energy waste reduction and demand response programstargeted infrastructure investment to reduce maintenance costs and improve reliability and safetysupply chain optimizationeconomic development to increase sales and reduce overall ratesinformation and control system efficienciesemployee and retiree health care cost sharingtax planningcost-effective financingworkforce productivity enhancementsWhile inflationary pressures and tariffs could impact supply chain availability and pricing, CMSEnergy and Consumers are taking steps to help mitigate the impact on their ability to provide safe, reliable, affordable, clean, and equitable energy in service of their customers. Planet: The planet element of the triple bottom line represents CMSEnergys and Consumers commitment to protect the environment. This commitment extends beyond compliance with various state and federal environmental, health, and safety laws and regulations. Management considers climate change and other environmental risks in strategy development, business planning, and enterprise risk management processes.CMSEnergy and Consumers continue to focus on opportunities to protect the environment and reduce their carbon footprint from owned generation. CMSEnergy, including Consumers, has decreased its combined percentage of electric supply (self-generated and purchased) from coal by 24percentage points since 2015. Additionally, as a result of actions already taken through 2025, preliminary data indicates Consumers has:reduced carbon dioxide emissions from owned generation by nearly 30percent since 2005reduced methane emissions by more than 40percent since 2012reduced the volume of water used to generate electricity by nearly 60percent since 2012reduced landfill waste disposal by more than 2milliontons since 1992enhanced, restored, or protected more than 13,500acres of land since 2017reduced sulfur dioxide and particulate matter emissions by more than 90percent since 2005reduced NOx emissions by more than 85percent since 2005reduced mercury emissions by more than 90percent since 200758Table of ContentsPresented in the following illustration are Consumers reductions in these emissions: In 2023, Michigan enacted the 2023Energy Law, which among other things:increased the renewable energy standard from 15percent to 50percent by 2030 and 60percent by 2035; renewable energy generated anywhere within MISO can be applied to meeting this standard, with certain limitationsestablished a clean energy standard of 80percent by 2035 and 100percent by 2040; low- or zerocarbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, qualify as clean energy sources under this standardenhanced existing incentives for energy efficiency programs and returns earned on new clean or renewable PPAscreated a new energy storage standard, requiring electric utilities to file plans by 2029 to help achieve a statewide target of 2,500MWexpanded the statutory cap on distributed generation resources to 10percent of the electric utilitys fiveyear average peak load Consumers Electric Supply Plan, its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers, is outlined in its integrated resource plan and incorporates Consumers Renewable Energy Plan. The Electric Supply Plan is Consumers blueprint for compliance with Michigans 2023Energy Law and for advancing sustainability objectives.To meet these objectives, Consumers is executing a multi-faceted strategy. This strategy involves taking steps to end the use of coal, including the retirement of the D.E.Karn coal-fueled generating units, totaling 515MW of nameplate capacity, in 2023 and obtaining MPSC approval to retire J.H.Campbell, totaling 1,407MW of nameplate capacity. The retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. For a more detailed 59Table of Contentsdiscussion of the emergency orders, see Consumers Electric Utility Outlook and UncertaintiesJ.H.Campbell Emergency Orders and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.To continue providing controllable sources of electricity to customers, Consumers purchased the Covert Generating Station, representing 1,200MW of nameplate capacity, in 2023 and has solicited additional capacity from controllable sources of electricity to customers. Consumers updates to its Renewable Energy Plan include up to 9,000MW of both purchased and owned solar energy resources and up to 4,000MW of wind energy resources. Coupled with updates to its integrated resource plan, these actions position Consumers to achieve 60percent renewable energy by 2035 and 100percent clean energy by 2040, and will also contribute to Consumers achievement of the emissions reductions goals discussed below. Under its Methane Reduction Plan, Consumers has set a goal of net-zero methane emissions from its natural gas delivery system by 2030. Consumers plans to reduce methane emissions from its system by about 80percent from 2012 baseline levels by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices. The remaining emissions will likely be offset through clean fuel alternatives or nature-based carbon removal pathways. To date, Consumers has reduced methane emissions by more than 40percent.Consumers has also set a goal to reduce customer greenhouse gas emissions by 25percent by 2035. Consumers expects to meet this goal through carbon offset measures, renewable natural gas, energy efficiency and demand response programs, and the adoption of cost-effective emerging technologies once proven and commercially available.Additionally, to advance its environmental stewardship in Michigan and to minimize the impact of future regulations, Consumers set the following goals for the fiveyear period 2023 through 2027:to enhance, restore, or protect 6,500acres of land through 2027; Consumers surpassed this goal during the threeyear period 2023 through 2025 and enhanced, restored, or protected 6,700acres of landto reduce water usage by 1.7billiongallons through 2027; Consumers had reduced water usage by more than 1.9billiongallons towards this goalto annually divert a minimum of 90percent of waste from landfills (through waste reduction, recycling, and reuse); during 2025, Consumers rate of waste diverted from landfills was 93percentCMSEnergy and Consumers are monitoring numerous legislative, policy, executive, and regulatory initiatives, including those related to regulation and reporting of greenhouse gases, and related litigation. While CMSEnergy and Consumers cannot predict the outcome of these matters, which could affect them materially, they intend to continue to move forward with a triple-bottom-line approach that focuses on people, planet, and prosperity.Prosperity: The prosperity element of the triple bottom line represents CMSEnergys and Consumers commitment to meeting their financial objectives and providing economic development opportunities and benefits in the communities in which they do business. CMSEnergys and Consumers financial strength allows them to maintain solid investment-grade credit ratings and thereby reduce funding costs for the benefit of customers and investors, to attract and retain talent, and to reinvest in the communities they serve.60Table of ContentsIn 2025, CMSEnergys net income available to common stockholders was $1.1billion, and diluted EPS were $3.53. This compares with net income available to common stockholders of $993million and diluted EPS of $3.33 in 2024. In 2025, higher gas and electric sales, due primarily to favorable weather, and electric and gas rate increases were offset partially by increased depreciation and property taxes, reflecting higher capital spending, and higher interest charges. A more detailed discussion of the factors affecting CMSEnergys and Consumers performance can be found in the Results of Operations section that follows this Executive Overview.Over the next fiveyears, Consumers expects weather-normalized electric deliveries to increase compared to 2025. This outlook reflects strong growth in electric demand, offset partially by the effects of energy waste reduction programs. Weather-normalized gas deliveries are expected to remain stable relative to 2025, reflecting modest growth in gas demand, offset by the effects of energy waste reduction programs.Performance: Impacting the Triple Bottom LineCMSEnergy and Consumers remain committed to delivering safe, reliable, affordable, clean, and equitable energy in service of their customers and positively impacting the triple bottom line of people, planet, and prosperity. During 2025, CMSEnergy and Consumers:connected over 140,000customers with $60million in energy-bill assistance and helped make over $100million in statewide aid available for 2026, reinforcing Consumers commitment to affordabilitybegan operations at Muskegon Solar Energy Center, a 1,900acre project generating 250MW of clean energy to power 40,000homes and businesses, supporting Michigans energy needs and advancing the companys longterm clean energy strategyreached an agreement with a new data center expected to add more than 1GW of incremental load growth in our service territory, supporting long-term sales growth and delivering economic benefits for Michiganexpanded the use of drone technology enabling faster, safer inspections of 400miles of hard-to-reach power lines and infrastructure resulting in reduced average outage time per customer and improved storm recovery capabilitiesannounced the launch of Green Giving, a program enabling the general public to contribute to renewable energy while offering financial benefits to low-income customers, along with a new Residential Renewable Energy Program, which allows customers of all income levels to subscribe and match their energy usage with renewable energy sources, supporting clean energy initiativesmoved forward with an aggressive plan to enhance grid reliability for nearly 2million homes and businesses by clearing trees along 8,000miles of power lines and creating a modern, stronger, and more resilient power grid through infrastructure upgrades and technology investmentsdeployed eight state-of-the-art vehicles that survey the companys nearly 30,000mile gas distribution system to find methane emissions, enhancing safety and reliability for Consumers natural gas customersexperienced success with the underground power line pilot program in early 2025, with pilot areas seeing 100percent reduction in storm-related outages and improved customer satisfactionCMSEnergy and Consumers will continue to utilize the CEWay to enable them to achieve world class performance and positively impact the triple bottom line. Consumers investment plan and the regulatory environment in which it operates also drive its ability to impact the triple bottom line.Investment Plan: Over the next fiveyears, Consumers expects to make significant expenditures on infrastructure upgrades, replacements, and clean generation. While it has a large number of potential investment opportunities that would add customer value, Consumers has prioritized its spending based on 61Table of Contentsthe criteria of enhancing public safety, increasing reliability, maintaining affordability for its customers, and advancing its environmental stewardship. Consumers investment program, which is subject to approval through general rate case and other MPSC proceedings, is expected to result in annual rate-base growth of more than 8percent. This rate-base growth, together with cost-control measures, should allow Consumers to maintain affordable customer prices.Presented in the following illustration are Consumers planned capital expenditures through 2030 of $24.1billion: Of this amount, Consumers plans to spend $8.8billion on electric generation, which includes solar, wind, and natural gas-fueled generation, as well as energy storage. Consumers also expects to spend $15.3billion over the next fiveyears primarily to maintain and upgrade its electric distribution systems and gas infrastructure in order to enhance safety and reliability, improve customer satisfaction, reduce energy waste on those systems, and facilitate its clean energy transformation. Electric distribution and other projects comprise $8.6billion primarily to strengthen circuits and substations, replace poles, and interconnect clean energy resources. The gas infrastructure projects comprise $6.7billion to sustain deliverability, enhance pipeline integrity and safety, and reduce methane emissions. Regulation: Regulatory matters are a key aspect of Consumers business, particularly rate cases and regulatory proceedings before the MPSC, which permit recovery of new investments while helping to ensure that customer rates are fair and affordable. Important regulatory events and developments not already discussed are summarized below.2024Electric Rate Case: In March2025, the MPSC issued an order authorizing an annual rate increase of $176million, which is inclusive of a $22million surcharge for the recovery of distribution investments made in 2023 that exceeded the rate amounts authorized in accordance with previous electric rate orders. The approved rate increase is based on a 9.90percent authorized return on equity. The new rates became effective in April202562Table of Contents2025Electric Rate Case: In June2025, Consumers filed an application with the MPSC seeking a rate increase of $460million, made up of two components. First, Consumers requested a $436million annual rate increase, based on a 10.25percent authorized return on equity for the projected 12month period ending April30,2027. The filing requested authority to recover costs related to new infrastructure investment primarily in distribution system reliability. Second, Consumers requested approval of a $24million surcharge for the recovery of distribution investments made during the 12months ended February28,2025 that exceeded the rate amounts authorized in accordance with previous electric rate orders. In October2025, Consumers revised its requested increase to $447million, which includes the $24million surcharge to recover deferred distribution investments. The MPSC must issue a final order in this case before or in April2026.2024Gas Rate Case: In September2025, the MPSC issued an order authorizing an annual rate increase of $157.5million, based on a 9.80percent authorized return on equity. The new rates became effective in November2025. 2025Gas Rate Case: In December2025, Consumers filed an application with the MPSC seeking an annual rate increase of $240million based on a 10.25percent authorized return on equity for the projected 12month period ending October31,2027. The MPSC must issue a final order in this case before or in October2026. Looking ForwardCMSEnergy and Consumers will continue to consider the impact on the triple bottom line of people, planet, and prosperity in their daily operations as well as in their long-term strategic decisions. Consumers will continue to seek fair and timely regulatory treatment that will support its customer-driven investment plan, while pursuing cost-control measures that will allow it to maintain sustainable customer base rates. The CEWay is an important means of realizing CMSEnergys and Consumers purpose of providing safe, reliable, affordable, clean, and equitable energy in service of their customers.63Table of ContentsResults of OperationsCMSEnergy Consolidated Results of Operations | | | In Millions, Except Per Share Amounts | | | | | Years Ended December31 | 2025 | 2024 | Change | | | Net Income Available to Common Stockholders | $ | 1,061 | $ | 993 | $ | 68 | | | Basic Earnings Per Average Common Share | $ | 3.53 | $ | 3.34 | $ | 0.19 | | | Diluted Earnings Per Average Common Share | $ | 3.53 | $ | 3.33 | $ | 0.20 | | | | | InMillions | | | | | Years Ended December31 | 2025 | 2024 | Change | | | Electric utility | $ | 719 | $ | 681 | $ | 38 | | | Gas utility | 409 | 328 | 81 | | | NorthStar Clean Energy | 71 | 63 | 8 | | | Corporate interest and other | (138) | (79) | (59) | | | Net Income Available to Common Stockholders | $ | 1,061 | $ | 993 | $ | 68 | | For a summary of net income available to common stockholders for 2024 versus 2023, as well as detailed changes by reportable segment, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsResults of Operations, in the Form10K for the fiscal year ended December31,2024, filed February11,2025.64Table of ContentsPresented in the following table is a summary of changes to net income available to common stockholders for 2025 versus 2024: | | | In Millions | | | | | Year Ended December31,2024 | $ | 993 | | | Reasons for the change | | | Consumers electric utility and gas utility | | | Electric sales | $ | 49 | | | Gas sales | 151 | | | Electric rate increase | 210 | | | Gas rate increase, including gain amortization in lieu of rate relief | 71 | | | Lower coal-fueled generation costs1 | 26 | | | Higher income tax expenses | (87) | | | Higher depreciation and amortization | (63) | | | Higher interest charges | (43) | | | Higher property taxes, reflecting higher capital spending | (29) | | | Higher IT expenses, including early-phase ERP implementation costs | (27) | | | Higher service restoration costs, net of 2025 deferred storm expense2 | (25) | | | Higher vegetation management costs | (25) | | | Higher other electric distribution costs | (13) | | | Higher other electric supply costs | (21) | | | Higher other maintenance and operating expenses | (30) | | | Impairment of project development assets | (15) | | | Absence of ASP revenue, net of expense, due to sale in 20243 | (5) | | | Lower other income, net of expenses | (5) | | | $ | 119 | | | NorthStar Clean Energy | 8 | | | Corporate interest and other | (59) | | | | | Year Ended December31,2025 | $ | 1,061 | | 1See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory MattersConsumers Electric UtilityJ.H.Campbell Emergency Order.2See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory MattersRegulatory AssetsService Restoration Cost Deferral.3See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory MattersRegulatory LiabilitiesASP Gain.65Table of ContentsConsumers Electric Utility Results of OperationsPresented in the following table are the detailed changes to the electric utilitys net income available to common stockholders for 2025 versus 2024: | | | In Millions | | | | | Year Ended December31,2024 | $ | 681 | | | Reasons for the change | | | Electric deliveries1 and rate increases | | | Rate increase, including return on higher renewable capital spending | $ | 210 | | | Higher revenue due primarily to higher sales volume | 29 | | | Lower energy waste reduction program revenues | (8) | | | Higher other revenues | 20 | | | $ | 251 | | | Maintenance and other operating expenses | | | Lower coal-fueled generation costs2 | 26 | | | Lower energy waste reduction program costs | 8 | | | Higher service restoration costs, net of 2025 deferred storm expense3 | (25) | | | Higher vegetation management costs | (25) | | | Higher other supply costs | (21) | | | Higher IT expenses, including early-phase ERP implementation costs | (19) | | | Higher other distribution costs | (13) | | | Higher other maintenance and operating expenses | (11) | | | (80) | | | Depreciation and amortization | | | Increased plant in service, reflecting higher capital spending | (38) | | | General taxes | | | Higher property taxes, reflecting higher capital spending | (16) | | | Other income, net of expenses | (2) | | | | | Interest charges | (29) | | | Income taxes | | | Higher electric utility pre-tax earnings | (25) | | | Absence of 2024 deferred tax liability reversals | (11) | | | State deferred tax remeasurement4 | (8) | | | Higher other income taxes | (4) | | | (48) | | | Year Ended December31,2025 | $ | 719 | | 1Deliveries to end-use customers were 37.4billionkWh in 2025 and 36.8billionkWh in 2024.2See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory MattersConsumers Electric UtilityJ.H.Campbell Emergency Order.3See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory MattersRegulatory AssetsService Restoration Cost Deferral.4See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote13, Income Taxes.66Table of ContentsConsumers Gas Utility Results of OperationsPresented in the following table are the detailed changes to the gas utilitys net income available to common stockholders for 2025 versus 2024: | | | In Millions | | | | | Year Ended December31,2024 | $ | 328 | | | Reasons for the change | | | Gas deliveries1 and rate increases | | | Rate increase | $ | 60 | | | Higher revenue due primarily to the absence of 2024 unfavorable weather | 155 | | | Higher energy waste reduction program revenues | 16 | | | Absence of ASP business revenue2 | (19) | | | ASP gain customer bill credit2 | (20) | | | Lower other revenues | (3) | | | $ | 189 | | | Maintenance and other operating expenses | | | Amortization of ASP gain2 | 30 | | | Absence of 2024 ASP business expense2 | 14 | | | Higher energy waste reduction program costs | (16) | | | Impairment of project development assets | (15) | | | Higher IT expenses, including early-phase ERP implementation costs | (8) | | | Higher maintenance and other operating expenses | (19) | | | (14) | | | Depreciation and amortization | | | Increased plant in service, reflecting higher capital spending | (25) | | | General taxes | | | Higher property taxes, reflecting higher capital spending | (13) | | | Other income, net of expenses | (3) | | | Interest charges | (14) | | | Income taxes | | | Higher gas utility pre-tax earnings | (31) | | | Absence of 2024 deferred tax liability reversals | (5) | | | State deferred tax remeasurement3 | (4) | | | Lower other income taxes | 1 | | | (39) | | | Year Ended December31,2025 | $ | 409 | | 1Deliveries to end-use customers were 311Bcf in 2025 and 268Bcf in 2024.2See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory MattersRegulatory LiabilitiesASP Gain.3See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote13, Income Taxes.67Table of ContentsNorthStar Clean Energy Results of OperationsPresented in the following table are the detailed changes to NorthStar Clean Energys net income available to common stockholders for 2025 versus 2024: | | | In Millions | | | | | Year Ended December31,2024 | $ | 63 | | | Reason for the change | | | Higher renewable earnings primarily driven by new project development | $ | 26 | | | Lower other expenses | 7 | | | Higher tax expenses | (3) | | | Lower operating earnings, due primarily to planned major outage at DIG | (22) | | | Year Ended December31,2025 | $ | 71 | | Corporate Interest and Other Results of OperationsPresented in the following table are the detailed changes to corporate interest and other results for 2025 versus 2024: | | | In Millions | | | | | Year Ended December31,2024 | $ | (79) | | | Reasons for the change | | | Higher interest charges | $ | (61) | | | Lower gains on extinguishment of debt1 | (38) | | | Higher interest earnings and other | 21 | | | | | Lower tax expense | 19 | | | | | Year Ended December31,2025 | $ | (138) | | 1See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote5, Financings and CapitalizationCMSEnergys Purchase of Consumers First Mortgage Bonds.68Table of ContentsCash Position, Investing, and FinancingAt December31,2025, CMSEnergy had $615million of consolidated cash and cash equivalents, which included $106million of restricted cash and cash equivalents. At December31,2025, Consumers had $111million of consolidated cash and cash equivalents, which included $86million of restricted cash and cash equivalents.For specific components of net cash provided by operating activities, net cash used in investing activities, and net cash provided by financing activities for 2024 versus 2023, see Item7. Managements Discussion and Analysis of Financial Condition and Results of OperationsCash Position, Investing, and Financing, in the Form10K for the fiscal year ended December31,2024, filed February11,2025.Operating ActivitiesPresented in the following table are specific components of net cash provided by operating activities for 2025 versus 2024: | | | In Millions | | | CMSEnergy, including Consumers | | | Year Ended December31,2024 | $ | 2,370 | | | Reasons for the change | | | Higher net income | $ | 55 | | | Noncash transactions1 | 133 | | | Unfavorable impact of changes in core working capital,2 due primarily to fluctuations in gas prices and higher undercollections of PSCR | (107) | | | Unfavorable impact of changes in other assets and liabilities, due primarily to lower tax-credit sale proceeds and higher service restoration3 and renewable energy expenditures | (216) | | | Year Ended December31,2025 | $ | 2,235 | | | Consumers | | | Year Ended December31,2024 | $ | 2,446 | | | Reasons for the change | | | Higher net income | $ | 120 | | | Noncash transactions1 | (26) | | | Unfavorable impact of changes in core working capital,2 due primarily to fluctuations in gas prices and higher undercollections of PSCR | (102) | | | Unfavorable impact of changes in other assets and liabilities, due primarily to higher income tax payments to CMSEnergy and service restoration3 and renewable energy expenditures | (200) | | | Year Ended December31,2025 | $ | 2,238 | | 1Noncash transactions comprise depreciation and amortization, changes in deferred income taxes and investment tax credits, bad debt expense, and other noncash operating activities and reconciling adjustments.2Core working capital comprises accounts receivable, accrued revenue, inventories, accounts payable, and accrued rate refunds.3See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.69Table of ContentsInvesting ActivitiesPresented in the following table are specific components of net cash used in investing activities for 2025 versus 2024: | | | In Millions | | | CMSEnergy, including Consumers | | | Year Ended December31,2024 | $ | (3,054) | | | Reasons for the change | | | Higher capital expenditures | $ | (806) | | | | | | | | | | | | | Absence of proceeds from sale of ASP business in 2024 | (124) | | | | | | | Other investing activities, primarily higher cost to retire property | (54) | | | Year Ended December31,2025 | $ | (4,038) | | | Consumers | | | Year Ended December31,2024 | $ | (2,872) | | | Reasons for the change | | | Higher capital expenditures | $ | (472) | | | | | Absence of proceeds from sale of ASP business in 2024 | (124) | | | | | Other investing activities, primarily higher cost to retire property | (67) | | | Year Ended December31,2025 | $ | (3,535) | | 70Table of ContentsFinancing ActivitiesPresented in the following table are specific components of net cash provided by financing activities for 2025 versus 2024: | | | In Millions | | | CMSEnergy, including Consumers | | | Year Ended December31,2024 | $ | 614 | | | Reasons for the change | | | Higher debt issuances | $ | 1,647 | | | Higher debt retirements | (198) | | | | | Higher repayments of notes payable | (37) | | | Higher issuances of common stock | 239 | | | | | Higher payments of dividends on common stock | (37) | | | | | Proceeds from sale of membership interests in VIEs | 59 | | | Lower contributions from noncontrolling interest | (1) | | | Higher distributions to noncontrolling interest | (2) | | | | | Other financing activities, primarily higher debt issuance costs | (44) | | | Year Ended December31,2025 | $ | 2,240 | | | Consumers | | | Year Ended December31,2024 | $ | 489 | | | Reasons for the change | | | Lower debt issuances | $ | (174) | | | Lower debt retirements | 274 | | | Higher repayments of notes payable | (37) | | | Borrowings from CMSEnergy | 340 | | | Higher stockholder contribution from CMSEnergy | 185 | | | Absence of return of stockholder contribution to CMSEnergy in 2024 | 320 | | | Higher payments of dividends on common stock | (103) | | | | | Other financing activities | (5) | | | Year Ended December31,2025 | $ | 1,289 | | 71Table of ContentsCapital Resources and LiquidityCMSEnergy and Consumers expect to have sufficient liquidity to fund their present and future commitments. CMSEnergy uses dividends and tax-sharing payments from its subsidiaries and external financing and capital transactions to invest in its utility and nonutility businesses, retire debt, pay dividends, and fund its other obligations. The ability of CMSEnergys subsidiaries, including Consumers, to pay dividends to CMSEnergy depends upon each subsidiarys revenues, earnings, cash needs, and other factors. In addition, Consumers ability to pay dividends is restricted by certain terms included in its articles of incorporation and potentially by FERC requirements and provisions under the Federal Power Act and the Natural Gas Act. For additional details on Consumers dividend restrictions, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote5, Financings and CapitalizationDividend Restrictions. During the year ended December31,2025, Consumers paid $898million in dividends on its common stock to CMSEnergy.Consumers uses cash flows generated from operations, external financing transactions, and the monetization of tax credits, along with stockholder contributions from CMSEnergy, to fund capital expenditures, retire debt, pay dividends, and fund its other obligations. Consumers also uses these sources of funding to contribute to its employee benefit plans.Financing and Capital Resources: CMSEnergy and Consumers rely on the capital markets to fund their robust capital plan. Barring any sustained market dislocations or disruptions, CMSEnergy and Consumers expect to continue to have ready access to the financial and capital markets and will continue to explore possibilities to take advantage of market opportunities as they arise with respect to future funding needs. If access to these markets were to diminish or otherwise become restricted, CMSEnergy and Consumers would implement contingency plans to address debt maturities, which could include reduced capital spending.In 2023, CMSEnergy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1billion in privately negotiated transactions, in at the market offerings, or through forward sales transactions. During the year ended December31,2025, CMSEnergy settled forward sale contracts issued under this program, resulting in net proceeds of $497million. Following these settlements, CMSEnergy has $8million in outstanding forward contracts under the program, maturing November30, 2026.CMSEnergy, NorthStar Clean Energy, and Consumers use revolving credit facilities for general working capital purposes and to issue letters of credit. At December31,2025, CMSEnergy had $715million of its revolving credit facility available, NorthStar Clean Energy had $5million available under its revolving credit facility, and Consumers had $1.4billion available under its revolving credit facilities. An additional source of liquidity is Consumers commercial paper program, which allows Consumers to issue, in one or more placements, up to $500million in aggregate principal amount of commercial paper notes with maturities of up to 365days at market interest rates. These issuances are supported by Consumers revolving credit facilities. 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 December31,2025, there were nocommercial paper notes outstanding under this program. For additional details about these programs and facilities, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote5, Financings and Capitalization.72Table of ContentsCertain of CMSEnergys, NorthStar Clean Energys, and Consumers credit agreements contain covenants that require each entity to maintain certain financial ratios, as defined therein. At December31,2025, no default had occurred with respect to any of the financial covenants contained in these credit agreements. Each of the entities was in compliance with the covenants contained in their respective credit agreements as of December31,2025, as presented in the following table: | | | Limit | Actual | | | CMSEnergy, parent only | | | Debt to capital1 | < 0.70 to 1.0 | 0.56 to 1.0 | | | NorthStar Clean Energy | | | Debt to capital2 | < 0.50 to 1.0 | 0.14 to 1.0 | | | Debt service coverage2 | > 2.00 to 1.0 | 5.03 to 1.0 | | | Pledged equity interests to aggregate commitment2,3 | > 2.00 to 1.0 | 2.06 to 1.0 | | | Consumers | | | Debt to capital4 | < 0.65 to 1.0 | 0.51 to 1.0 | | 1Applies to CMSEnergys revolving credit agreement and letter of credit reimbursement agreement. 2Applies to NorthStar Clean Energys revolving credit agreement. 3The aggregate book value of the pledged equity interests under the revolving credit agreement was at least twotimes the aggregate commitment under the revolving credit agreement at December31,2025. 4Applies to Consumers revolving credit agreements and certain letter of credit reimbursement agreements. Material Cash Requirements: Based on the present investment plan, during 2026, CMSEnergy, including Consumers, projects capital expenditures of $4.4billion and Consumers projects capital expenditures of $4.1billion. CMSEnergys 2026contractual commitments comprise $2.4billion of purchase obligations and $1.8billion of principal and interest payments on long-term debt. Consumers 2026contractual commitments comprise $2.1billion of purchase obligations and $1.1billion of principal and interest payments on long-term debt. Components of CMSEnergys and Consumers cash management plan include controlling operating expenses and capital expenditures and evaluating market conditions for financing and refinancing opportunities. CMSEnergys and Consumers present level of cash and expected cash flows from operating activities, together with access to sources of liquidity, are anticipated to be sufficient to fund contractual obligations and other material cash requirements for 2026 and beyond. Capital Expenditures: Over the next fiveyears, CMSEnergy and Consumers expect to make substantial capital investments. The companies may revise their forecast of capital expenditures periodically due to a number of factors, including environmental regulations, MPSC approval or disapproval, business opportunities, market volatility, economic trends, and the ability to access capital. Presented in the 73 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) following table are CMSEnergys and Consumers estimated capital expenditures, including lease commitments, for 2026 through 2030: | | | In Billions | | | 2026 | 2027 | 2028 | 2029 | 2030 | Total | | | CMSEnergy, including Consumers | | | Consumers | $ | 4.1 | $ | 5.4 | $ | 5.7 | $ | 5.0 | $ | 3.9 | $ | 24.1 | | | NorthStar Clean Energy | 0.3 | 0.4 | 0.5 | 0.4 | 0.1 | 1.7 | | | Total CMSEnergy | $ | 4.4 | $ | 5.8 | $ | 6.2 | $ | 5.4 | $ | 4.0 | $ | 25.8 | | | Consumers | | | Electric utility operations | $ | 3.0 | $ | 4.1 | $ | 4.4 | $ | 3.5 | $ | 2.4 | $ | 17.4 | | | Gas utility operations | 1.1 | 1.3 | 1.3 | 1.5 | 1.5 | 6.7 | | | Total Consumers | $ | 4.1 | $ | 5.4 | $ | 5.7 | $ | 5.0 | $ | 3.9 | $ | 24.1 | | Other Material Cash Requirements: Presented in the following table are CMSEnergys and Consumers material cash obligations from known contractual and other legal obligations: | | | In Billions | | | Payments Due | | | December31,2025 | Less Than One Year | Total | | | CMSEnergy, including Consumers | | | Long-term debt | $ | 1.0 | $ | 18.9 | | | Interest payments on long-term debt | 0.8 | 15.1 | | | Purchase obligations | 2.4 | 20.6 | | | AROs | 0.1 | 2.7 | | | Total obligations | $ | 4.3 | $ | 57.3 | | | Consumers | | | Long-term debt | $ | 0.6 | $ | 13.2 | | | Interest payments on long-term debt | 0.5 | 8.0 | | | Purchase obligations | 2.1 | 19.7 | | | AROs | 0.1 | 2.6 | | | Total obligations | $ | 3.3 | $ | 43.5 | | Purchase obligations arise from long-term contracts for the purchase of commodities and related services, primarily long-term PPAs, and construction and service agreements. For more information on CMSEnergys and Consumers purchase obligations, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsContractual Commitments.CMSEnergy, Consumers, and certain of their subsidiaries enter into various arrangements in the normal course of business to facilitate commercial transactions with third parties. These arrangements include indemnities, surety bonds, letters of credit, and financial and performance guarantees. For additional details on indemnity and guarantee arrangements, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsGuarantees. For additional details on letters of credit and CMSEnergys forward sales contracts, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote5, Financings and Capitalization.74Table of ContentsOutlookSeveral business trends and uncertainties may affect CMSEnergys and Consumers financial condition and results of operations. These trends and uncertainties could have a material impact on CMSEnergys and Consumers consolidated income, cash flows, or financial position. During 2025, the federal government took numerous executive actions related to tariffs and trade, alleviating regulatory burdens, and environmental regulations and enforcement, among other areas of potential impact. Many of these actions require further implementation by federal agencies and departments, and some of these actions will likely be subject to further judicial review. CMSEnergy and Consumers continue to monitor these executive actions and will continue taking steps to deliver consistently on the triple bottom line.For additional details regarding these and other uncertainties, see Forward-looking Statements and Information; Item1A. Risk Factors; and Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters and Note4, Contingencies and Commitments.Consumers Electric Utility Outlook and UncertaintiesEnergy Supply: Consumers Electric Supply Plan, its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers, is outlined in its integrated resource plan and incorporates Consumers Renewable Energy Plan. The Electric Supply Plan is Consumers blueprint for compliance with Michigans 2023Energy Law and for advancing sustainability objectives.Among other things, the 2023Energy Law:increased the renewable energy standard from 15percent to 50percent by 2030 and 60percent by 2035established a clean energy standard of 80percent by 2035 and 100percent by 2040; low- or zerocarbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, qualify as clean energy sources under this standardcreated a new energy storage standard, requiring electric utilities to file plans by 2029 to help achieve a statewide target of 2,500MW; the MPSCStaff has indicated that Consumers share of this target is 817MWConsumers integrated resource planning process provides a clear path toward these goals. Updates to its integrated resource plan will be filed in 2026 to reinforce and expand that pathway, while recent updates to the Renewable Energy Planapproved by the MPSC in September 2025position Consumers to achieve 60percent renewable energy by 2035 and 100percent clean energy by 2040. To meet these objectives, Consumers is executing a multi-faceted strategy:Ending the use of coalIn 2023, Consumers retired the D.E.Karn coal-fueled generating units, totaling 515MW of nameplate capacity, and as authorized by the MPSC, issued securitization bonds to finance the recovery of and return on those units. Additionally, Consumers obtained MPSC approval to retire J.H.Campbell in May2025, totaling 1,407MW of nameplate capacity, and to recover its remaining book value plus a 9.0percent return on equity through regulatory asset treatment upon its retirement. As discussed further below, the retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy.75Table of ContentsResource adequacy and reliabilityTo maintain reliability during the transition, Consumers purchased the Covert Generating Station, representing 1,200MW of nameplate capacity, in 2023. Additionally, in September2025, Consumers entered into a new 10year PPA with the MCVPartnership for the purchase of up to 1,240MW of capacity and associated energy from the MCVFacility, effective June1,2030.Energy storage investmentsConsumers has contracted to purchase 850MW of capacity from battery storage facilities to be located in Michigans Lower Peninsula and with expected commercial operation dates through 2028.Renewable expansionRecent Renewable Energy Plan updates include up to 4,000MW of wind energy resources and up to 9,000MW of both purchased and owned solar energy resources, of which 1,060MW will support Consumers voluntary green pricing program. Presented in the following illustration is the aggregate renewable capacity that Consumers expects to add to its portfolio through PPAs and owned generation under its integrated resource plan, voluntary green pricing program, and Renewable Energy Plan updates:The company earns a return equal to its pre-tax weighted-average cost of capital on permanent capital structure for payments under new clean, renewable, or energy storage PPAs with non-affiliated entities. Consumers will continue to competitively bid new capacity and energy resources, ensuring a balanced portfolio of intermittent renewables and dispatchable clean resources. Any resulting contracts are subject to MPSC approval. Through these integrated plans, Consumers is advancing Michigans clean energy transition while maintaining system reliability, affordability, and regulatory compliance.J.H.Campbell Emergency Orders: In May2025, before the planned closure of J.H.Campbell, the U.S.Secretary of Energy issued an emergency order under section202(c) of the Federal Power Act requiring J.H.Campbell to continue operating for 90days, through August20,2025. Subsequently, the 76Table of ContentsU.S.Secretary of Energy issued two additional emergency orders for 90days each, ultimately requiring continued operation of J.H.Campbell through February17,2026. These orders stated that continued operation of J.H.Campbell was required to meet an energy emergency across MISOs North and Central regions. Consistent with the Federal Power Act and DOE regulations, the orders authorize Consumers to obtain cost recovery at FERC. As directed, Consumers has continued to make J.H.Campbell available in the MISO market and, in June2025, filed a complaint at FERC seeking a modification of the MISOTariff to establish a mechanism for recovery and allocation of the cost to comply with this order. In August2025, FERC granted Consumers complaint and ordered MISO to revise its tariff accordingly. MISO submitted a compliance filing with FERC in September2025, and FERC approval of the compliance filing remains pending. For additional discussion of this FERC proceeding and Consumers request for recovery, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters. Following the May2025 emergency order, several third-party stakeholders, including the Michigan Attorney General, the Organization of MISO States, and a group of environmental and public interest groups, asked the U.S.Secretary of Energy to reconsider the May2025 emergency order. In July2025, after the U.S.Secretary of Energy took no action on those requests, several parties filed petitions for review of the May2025 emergency order in federal court. The requests for rehearing were subsequently denied, and similar challenges to the August and November2025 orders are underway. The U.S.Secretary of Energy may issue more orders to require the continued operation of J.H.Campbell. While the timing and content of future orders and the outcome of third-party legal challenges are not yet known, Consumers is committed to pursuing cost recovery as provided for under applicable laws, orders, and proceedings. Electric Customer Deliveries and Revenue: Consumers electric customer deliveries are seasonal and largely dependent on Michigans economy. The consumption of electric energy typically increases in the summer months, due primarily to the use of air conditioners and other cooling equipment. In addition, Consumers electric rates, which follow a seasonal rate design, are higher in the summer months than in the remaining months of the year. Each year in June, electric residential customers transition to a summer peak time-of-use rate that allows them to take advantage of lower-cost energy during off-peak times during the summer months. Thus, customers can reduce their electric bills by shifting their consumption from onpeak to offpeak times.Over the next fiveyears, Consumers expects weather-normalized electric deliveries to increase compared to 2025. This outlook reflects strong growth in electric demand, offset partially by the effects of energy waste reduction programs. Actual delivery levels will depend on:energy conservation measures and results of energy waste reduction programsweather fluctuationsMichigans economic conditions, including data center expansion; utilization, expansion, or contraction of large commercial and industrial facilities; economic development; population trends; electric vehicle adoption; and housing activityElectric ROA: Michigan law allows electric customers in Consumers service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at 10percent of Consumers sales, with certain exceptions. At December31,2025, electric deliveries under the ROA program were at the 10percent limit. Fewer than 300 of Consumers electric customers purchased electric generation service under the ROA program. 77Table of ContentsIn 2016, Michigan law established a path to ensure that forward capacity is secured for all electric customers in Michigan, including customers served by alternative electric suppliers under ROA. The law also authorized the MPSC to ensure that alternative electric suppliers have procured enough capacity to cover their anticipated capacity requirements for the fouryear forward period. In 2017, the MPSC issued an order establishing a state reliability mechanism for Consumers. Under this mechanism, if an alternative electric supplier does not demonstrate that it has procured its capacity requirements for the fouryear forward period, its customers will pay a set charge to the utility for capacity that is not provided by the alternative electric supplier.During 2017, the MPSC issued orders finding that it has statutory authority to determine and implement a local clearing requirement, which requires all electric suppliers to demonstrate that a portion of the capacity used to serve customers is located in the MISO footprint in Michigans Lower Peninsula. In 2020, the Michigan Supreme Court affirmed the MPSCs statutory authority to implement a local clearing requirement on individual electric providers.In 2020, ABATE and another intervenor filed a complaint against the MPSC in the U.S.District Court for the Eastern District of Michigan challenging the constitutionality of a local clearing requirement. The complaint requested the federal court to issue a permanent injunction prohibiting the MPSC from implementing a local clearing requirement on individual electric providers. In 2023, the U.S.District Court for the Eastern District of Michigan dismissed the complaint. ABATE and the other intervenor filed a claim of appeal of the Eastern District Courts decision with the U.S.Court of Appeals for the SixthCircuit. In January2025, the SixthCircuit Court of Appeals issued an opinion finding that the MPSCs imposition of a local clearing requirement on individual electric suppliers would discriminate against interstate commerce. The Court of Appeals remanded to the District Court for a determination of whether the local clearing requirement discriminated against interstate commerce and whether the MPSCs regulation survives a strict scrutiny standard, which depends on a determination of whether the local clearing requirement is the only means of achieving the states goal of securing reliable energy supply. In January2025, Consumers filed a petition for rehearing and enbanc review with the SixthCircuit Court of Appeals, requesting the Court to reconsider and reverse the panels opinion. In February2025, the SixthCircuit Court of Appeals issued an order denying Consumers petition for rehearing and enbanc review. The case has therefore been remanded to the District Court for the Eastern District of Michigan for consideration of whether the MPSCs local clearing requirement meets the strict scrutiny standard pursuant to the Court of Appeals decision. The remanded proceeding has begun at the Eastern District Court; there is no deadline for decision.Sale of Hydroelectric Facilities: In September2025, Consumers signed an agreement to sell its 13river hydroelectric dams, which are located throughout Michigan, to a non-affiliated company. Additionally, Consumers signed an agreement to purchase power generated by the facilities for 30 years, at a price that reflects the counterpartys acceptance of the risks and rewards of ownership of the facilities, including FERC licensing obligations. The agreements are contingent upon MPSC and FERC approval, for which Consumers filed in October2025. Timing of the regulatory review process is uncertain and could extend 12 to 18 months or longer. In Consumers most recent electric rate case, the MPSC approved deferred accounting treatment for costs of owning and operating the hydroelectric dams pending and until completion of the transaction. At December31,2025, the net book value of the hydroelectric facilities was immaterial.To ensure necessary staffing at the hydroelectric facilities through the anticipated sale, Consumers has provided current employees at the facilities with a retention incentive program. Subsequently, to ensure continued safe operation of the facilities after the sale, the buyer will offer employment to the current 78Table of Contentshydroelectric employees for a period of at least a year. The retention incentive benefits are contingent upon MPSC and FERC approval of the sale transaction.Electric Rate Matters: Rate matters are critical to Consumers electric utility business. For additional details on rate matters, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters and Note4, Contingencies and Commitments.MPSC Distribution System Audit: In 2022, the MPSC ordered the states twolargest electric utilities, including Consumers, to report on their compliance with regulations and past MPSC orders governing the utilities response to outages and downed lines. Consumers responded to the MPSCs order as directed. Additionally, as directed by the MPSC, the MPSCStaff engaged a thirdparty auditor to review all equipment and operations of the twoutilities distribution systems. In September2024, the MPSCStaff released the third-party auditors final report on its audit of Consumers distribution system. The report included several recommendations to improve Consumers distribution system and associated processes and procedures. Consumers filed a response to the audit report in November2024. In June2025, the MPSC issued an order adopting the audits findings and recommendations. Consumers is committed to working with the MPSC to continue improving electric reliability and safety in Michigan.Performance-based Financial Incentives/Disincentives Mechanism: In February2025, the MPSC issued an order establishing a mechanism through which the states largest electric utilities, including Consumers, could realize up to $10million each in incentives or penalties annually for meeting or failing to meet reliability benchmarks, beginning in 2026. As directed, Consumers filed proposed company-specific baseline metrics for the performance mechanism in April2025; the MPSC approved Consumers proposed metrics in December2025. 2025Electric Rate Case: In June2025, Consumers filed an application with the MPSC seeking a rate increase of $460million, made up of two components. First, Consumers requested a $436million annual rate increase, based on a 10.25percent authorized return on equity for the projected 12month period ending April30,2027. The filing requested authority to recover costs related to new infrastructure investment primarily in distribution system reliability. Second, Consumers requested approval of a $24million surcharge for the recovery of distribution investments made during the 12months ended February28,2025 that exceeded the rate amounts authorized in accordance with previous electric rate orders. In October2025, Consumers revised its requested increase to $447million. Presented in the following table are the components of the revised requested increase in revenue: | | | In Millions | | | Projected 12-Month Period Ending April 30 | 2027 | | | Investment in rate base | $ | 192 | | | Operating and maintenance costs | 157 | | | Cost of capital | 67 | | | Sales and other revenue | 7 | | | Subtotal | $ | 423 | | | Surcharge | 24 | | | Total | $ | 447 | | The MPSC must issue a final order in this case before or in April2026.79Table of ContentsLarge-load Tariff: In November2025, the MPSC approved changes to Consumers standard largecustomer tariff to govern service for new large electricity users such as data centers. Consumers sought these changes to protect existing customers. The changes apply to customers with a minimum service threshold of 100MW and require a minimum 15year contract (beyond the construction period), an 80percent minimum demand billing obligation, upfront fees, and strong collateral and exitfee protections to ensure these large customers fully cover their own costs of service and do not shift risk or costs to existing customers. Each large-load contract must receive MPSC approval before taking effect. The MPSC also directed Consumers to present multiple costallocation and rate-design options before its next rate case to ensure that large-load customers pay their fair share of system costs going forward.Depreciation Rate Case: In December2025, Consumers filed a depreciation case related to its electric and common utility property. In this case, Consumers requested to increase depreciation expense, and its recovery of that expense of $34million annually based on December31,2024 balances. Retention Incentive Program: The retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. As a result, Consumers has implemented retention measures to ensure appropriate staffing levels and expects to incur up to $4million during each 90day emergency order period. Consumers will seek recovery of these retention costs from FERC, consistent with rate recovery sought for other costs of complying with the emergency orders. For additional details on this program, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote20, Exit Activities and Asset Sales. For additional details on the emergency orders, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters. Electric Environmental Outlook: Consumers electric operations are subject to various federal, state, and local environmental laws and regulations. Consumers estimates that it will incur capital expenditures of $245million from 2026 through 2030 to continue to comply with RCRA, the Clean Air Act, and numerous other environmental regulations. Consumers expects to recover these costs in customer rates, but cannot guarantee this result. Multiple environmental laws and regulations are subject to litigation. Consumers primary environmental compliance focus includes, but is not limited to, the following matters.Air Quality: Multiple air quality regulations apply, or may apply, to Consumers electric utility.MATS, emission standards for electric generating units published by the EPA based on Section112 of the Clean Air Act, continue to apply to Consumers. In June2025, the EPA issued a proposed rule to repeal changes made to the MATS rule in 2024. The company has complied, and continues to comply, with the MATS regulation and both the 2024 and proposed 2025 versions of MATS have minimal impacts on Consumers electric generating units. Consumers does not expect MATS to materially impact its environmental strategy.CSAPR requires Michigan and many other states to improve air quality by reducing power plant emissions that, according to EPA modeling, contribute to ground-level ozone in other downwind states. Consumers complies with this regulation and expects it to have minimal financial and operational impact in the near and/or long term.In 2015, the EPA lowered the NAAQS for ozone and made it more difficult to construct or modify power plants and other emission sources in areas of the country that do not meet theozone standard. As of 2023, threecounties in western Michigan have been designated as not meeting the ozone standard. Based on recent data, the EPA reclassified these counties from moderate to serious nonattainment. Additionally, a December2025 court decision vacated the EPAs 2023redesignation of a sevencounty area in southeast Michigan from moderate ozone nonattainment to attainment. None of Consumers 80Table of Contentsfossil-fuel-fired generating units are located in these areas. Consumers will continue to monitor the impact of the recent court decision on the seven-county area in southeast Michigan, including resulting agency actions, but does not anticipate it will have any impact on Consumers generating assets.In March2024, the EPA published a lower fine particulate matter NAAQS, which could result in newly designated nonattainment areas in Michigan starting in 2026. In 2025, EGLE proposed nonattainment areas for Kalamazoo and Wayne counties, with a decision by the EPA expected in 2026. Consumers does not have any fossil-fuel-fired generating assets in these counties and therefore does not expect this rule to have significant impacts on its existing generating assets or its clean energy strategy. Consumers will continue to monitor NAAQS rulemakings and litigation to evaluate potential impacts to its generating assets.In January2026, the EPA published a final rule amending new source performance standards for new, modified, and reconstructed stationary combustion turbines to lower emission limits for NOx. This final rule requires new large simple-cycle turbine units with higher capacity factors to install control equipment for NOx emissions. Consumers is evaluating this rule to determine its impact.Consumers continues to evaluate these rules in conjunction with other EPA and EGLE rulemakings, litigation, executive orders, treaties, and congressional actions. This evaluation could result in:a change in Consumers fuel mixchanges in the types of generating units Consumers may purchase or build in the futurechanges in how certain units are operated, including the installation of additional emission control equipmentthe retirement, mothballing, extended operation, or repowering with an alternative fuel of some of Consumers generating unitschanges in Consumers environmental compliance coststhe purchase or sale of emission allowancesGreenhouse Gases: There have been numerous legislative, executive, and regulatory initiatives at the state, regional, national, and international levels that involve the potential regulation and reporting of greenhouse gases. Consumers continues to monitor and comment on these initiatives, as appropriate.In September2025, the EPA proposed a rule to reconsider the Greenhouse Gas Reporting Program by eliminating the reporting obligations from numerous emission sources, including Consumers electric generation sites and distribution equipment. Reporting of carbon dioxide to the EPA, however, will continue for sources subject to the Clean Air Act Acid Rain Program, which includes Consumers fossil-fuel-fired electric generation. This change could result in inconsistent approaches in voluntary greenhouse gas accounting for industrial sources.In April2024, the EPA finalized its rule under Section111 of the Clean Air Act to address greenhouse gas emissions from new combustion turbine electric generating units and existing coal-, gas-, and oilfueled steam electric generating units. These rules do not address existing combustion turbine electric generating units. In June2025, the EPA issued a proposed rule containing two different pathways to rescind these requirements. Consumers does not expect these proposed changes will have a significant impact on its existing gas- and oil-fueled steam electric generating assets. Consumers will continue to follow the EPA rules that address greenhouse gas emissions and will continue to evaluate potential impacts to its operations. Increased frequency or intensity of severe or extreme weather events, including those due to climate change, could materially impact Consumers facilities, energy sales, and results of operations. Consumers is unable to predict these events; however, Consumers evaluates the potential physical impacts of climate 81Table of Contentschange on its operations, including increased frequency or intensity of storm activity; increased precipitation; increased temperature; and changes in lake and river levels. Consumers released a report addressing the physical risks of climate change on its infrastructure in 2022. Consumers is taking steps to mitigate these risks as appropriate.While Consumers cannot predict the outcome of changes in U.S.policy or of other legislative, executive, or regulatory initiatives involving the potential regulation or reporting of greenhouse gases, it intends to move forward with its compliance with Michigans clean energy requirements, its own sustainability goals, and its emphasis on reliable and resilient electric supply. Litigation, international treaties, executive orders, federal laws and regulations (including regulations by the EPA), and state laws and regulations, if enacted or ratified, could ultimately impact Consumers. Consumers may be required to:replace equipmentinstall additional emission control equipmentpurchase emission allowances or credits (including potential greenhouse gas offset credits)curtail operations or modify existing facility retirement schedulesarrange for alternative sources of supplypurchase or build facilities that generate fewer emissionsmothball, sell, or retire facilities that generate certain emissionspursue energy efficiency or demand response measures more swiftlytake other steps to manage, sequester, or lower the emission of greenhouse gasesAlthough associated capital or operating costs relating to greenhouse gas regulation or legislation could be material and cost recovery cannot be assured, Consumers expects to recover these costs in rates consistent with the recovery of other reasonable costs of complying with environmental laws and regulations.CCRs: In 2015, the EPA published a rule regulating CCRs under RCRA. This rule adopts minimum standards for the disposal of nonhazardous CCRs in CCR landfills and surface impoundments and criteria for the beneficial use of CCRs. The rule also sets out conditions under which some CCR units would be forced to cease receiving CCRs and related process water and to initiate closure. Due to continued litigation, many aspects of the rule have been remanded to the EPA, resulting in more proposed and final rules.In May2024, the EPA finalized a rule regulating legacy CCR surface impoundments and CCR management units in response to litigation that exempted inactive impoundments at inactive facilities from the 2015CCR rule. The new rule adopts minimum standards for impoundments at electric generating facilities that became inactive before the 2015CCR rules effective date. During2024, owners and operators were required to assess whether an inactive facility contains a legacy surface impoundment and then, for identified locations, proceed with the compliance schedule. Additionally, the EPA established groundwater monitoring, corrective action, closure, and post-closure care requirements for CCR surface impoundments and landfills closed prior to the effective date of the 2015CCR rule, but that do not meet the closure technical and performance standards of the May2024 rule. These include inactive CCR landfills that were previously exempted from regulation but that are now considered CCR management units. Owners are required to conduct an evaluation at active facilities or any inactive facilities with at least one legacy impoundment to identify CCR management units and determine an appropriate course of action (closure, groundwater treatment, etc.) for each identified unit according to established compliance milestone schedules. In February2026, the EPA issued a final rule extending the compliance milestone schedule for CCR management units. This extension does not have a material impact on Consumers compliance strategy.82Table of ContentsSeparately, Congress passed legislation in 2016 allowing participating states to develop permitting programs for CCRs under RCRA SubtitleD. The EPA was granted authority to review these permitting programs to determine if permits issued under the proposed program would be as protective as the federal rule. Once approved, permits issued from an authorized state would serve as the basis for compliance, replacing the requirement to self-certify each aspect of the 2015CCR rule.Consumers, with agreement from EGLE, completed the work necessary to initiate closure by excavating CCRs or placing a final cover over each of its relevant CCR units prior to the closure initiation deadline set forth in the 2015CCR rule. Consumers has historically been authorized to recover in electric rates costs related to coal ash disposal sites that supported power generation. Consumers completed an assessment of inactive facilities as required by the 2024CCR rule, and did not identify any legacy impoundments. Consumers is continuing evaluations related to CCR management units and 2024CCR rule impacts on the state permit program.Water: Multiple water-related regulations apply, or may apply, to Consumers.The EPA regulates cooling water intake systems of existing electric generating plants under Section316(b) of the Clean Water Act. The rules seek to reduce alleged harmful impacts on aquatic organisms, such as fish. In 2018, Consumers submitted to EGLE studies and recommended plans to comply with Section316(b) for its coal-fueled units but has not yet received final approval.The EPA also regulates the discharge of wastewater through its effluent limitation guidelines for steam electric generating plants. Consumers has submitted the appropriate notices of planned participation in compliance with this rule. Consumers has also submitted timely NPDES permit applications and will be working with EGLE to incorporate applicable provisions during the permit renewal process.Many of Consumers facilities maintain NPDES permits, which are vital to the facilities operations. Consumers applies for renewal of these permits every fiveyears. Failure of EGLE to renew any NPDES permit, a successful appeal against a permit, a change in the interpretation or scope of NPDES permitting, or onerous terms contained in a permit could have a significant detrimental effect on the operations of a facility.Protected Wildlife: Multiple regulations apply, or may apply, to Consumers relating to protected species and habitats.Statutes like the federal Endangered Species Act, the Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act of 1940 and changes to permitting may impact operations at Consumers facilities. In February2024, the U.S.Fish and Wildlife Service published a final rule providing for baldeagle general permits for qualifying wind farms and electric distribution systems. Consumers has received, or is pursuing, bald eagle general permits for all its wind farms. While any resulting permitting and monitoring fees and/or restrictions on operations could impact Consumers existing and future operations, Consumers does not expect any material changes to its environmental strategy or Electric Supply Plan as a result of this rule.Additionally, Consumers regularly monitors proposed changes to the listing status of several species within its operational area. A change in species listed under the Endangered Species Act, or under Michigans equivalent law, may impact Consumers costs to mitigate its impact on protected species and habitats at certain existing facilities as well as siting choices for new facilities.Other Matters: Other electric environmental matters could have a material impact on Consumers outlook. For additional details on other electric environmental matters, see Item8. Financial Statements 83Table of Contentsand Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsConsumers Electric Utility ContingenciesElectric Environmental Matters.Consumers Gas Utility Outlook and UncertaintiesGas Deliveries: Consumers gas customer deliveries are seasonal. The peak demand for natural gas occurs in the winter due to colder temperatures and the resulting use of natural gas as heating fuel. Over the next fiveyears, Consumers expects weather-normalized gas deliveries to remain stable relative to 2025. This outlook reflects modest growth in gas demand, offset by the effects of energy waste reduction programs. Actual delivery levels will depend on:weather fluctuationsuse by power producersavailability and development of renewable energy sourcesgas price changesMichigans economic conditions, including population trends and housing activitythe price or demand of competing energy sources or fuelsenergy efficiency and conservation impactsGas Rate Matters: Rate matters are critical to Consumers gas utility business. For additional details on rate matters, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters and Note4, Contingencies and Commitments.2025Gas Rate Case: In December2025, Consumers filed an application with the MPSC seeking an annual rate increase of $240million based on a 10.25percent authorized return on equity for the projected 12month period ending October31,2027. Presented in the following table are the components of the requested increase in revenue: | | | In Millions | | | Projected 12-Month Period Ending October 31 | 2027 | | | Investment in rate base | $ | 108 | | | Operating and maintenance costs | 65 | | | Cost of capital | 66 | | | Sales/gross margin | 1 | | | Total | $ | 240 | | The MPSC must issue a final order in this case before or in October2026. Gas Pipeline and Storage Integrity and Safety: Consumers gas operations are governed by federal and state pipeline safety rules, and there are robust processes and procedures in place to maintain compliance with these regulations. The U.S.Department of Transportations Pipeline and Hazardous Materials Safety Administration has published various rules that revise federal safety standards for gas transmission pipelines and underground storage facilities. Consumers has implemented measures to achieve compliance with the revised rules. There are also proposed rules expanding requirements for gas safety, although these rules are subject to reconsideration by the current administration. Under the proposed rules, Consumers will incur increased capital and increased operating and maintenance costs to install and remediate pipelines and to expand inspections, maintenance, and monitoring of existing pipelines and storage facilities. 84Table of ContentsAlthough associated capital or operating and maintenance costs relating to these regulations could be material and cost recovery cannot be assured, Consumers expects to recover such costs in rates consistent with the recovery of other reasonable costs of complying with laws and regulations.Gas Environmental Outlook: Consumers expects to incur response activity costs at a number of sites, including 23former MGP sites. For additional details, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsConsumers Gas Utility Contingencies. Consumers gas operations are subject to various federal, state, and local environmental laws and regulations. Multiple environmental laws and regulations are subject to litigation. Consumers primary environmental compliance focus includes, but is not limited to, the following matters.Air Quality: Multiple air quality regulations apply, or may apply, to Consumers gas utility.In 2015, the EPA lowered the NAAQS for ozone and made it more difficult to construct or modify natural gas compressor stations and other emission sources in areas of the country that do not meet theozone standard. As of 2023, threecounties in western Michigan have been designated as not meeting the ozone standard. Based on recent data, the EPA reclassified these counties from moderate to serious nonattainment, which has more stringent requirements. One of Consumers compressor stations is in a serious ozone nonattainment area. Consequently, Consumers has initiated plans to retrofit equipment at this compressor station to lower NOx emissions. Additionally, a December2025 court decision vacated the EPAs 2023redesignation of the sevencounty area in southeast Michigan from moderate ozone nonattainment to attainment. Four of Consumers compressor stations are located in these counties, with onestation having assets that may be impacted by the redesignation change. Consumers will continue to monitor the recent court decisions impact on the seven-county area in southeast Michigan, including resulting agency actions, and the potential impacts to compressor station assets. Consumers will continue to monitor NAAQS rulemakings and litigation, and evaluate potential impacts to its compressor stations and other applicable natural gas storage and delivery assets.In March2024, the EPA published a lower fine particulate matter NAAQS, which could result in newly designated nonattainment areas in Michigan starting in 2026. In 2025, EGLE proposed nonattainment areas for Kalamazoo and Wayne counties, with a decision by the EPA expected in 2026. Consumers has one compressor station located in Wayne County and will continue to monitor NAAQS rulemakings and litigation to evaluate potential impacts to the natural gas compressor station assets.Greenhouse Gases: Some interest exists at the various levels of government in regulating greenhouse gases or their sources. Future regulations, if adopted, may involve requirements to reduce methane emissions from Consumers gas utility operations and carbon dioxide emissions from customer use of natural gas. Consumers will continue to monitor such potential rules for impacts.In September2025, the EPA proposed a rule to reconsider the Greenhouse Gas Reporting Program by removing the natural gas distribution segment from the reporting obligations under the petroleum and natural gas source category, and proposed to delay the reporting obligations until 2034 for the remaining sources in this category. If this proposal is finalized as proposed, it could result in inconsistent approaches in voluntary greenhouse gas accounting for industrial sources.Consumers is making voluntary efforts to reduce its gas utilitys methane emissions. Under its Methane Reduction Plan, Consumers has set a goal of net-zero methane emissions from its natural gas delivery 85Table of Contentssystem by 2030. Consumers plans to reduce methane emissions from its system by about 80percent from 2012 baseline levels by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices. The remaining emissions will likely be offset through clean fuel alternatives or nature-based carbon removal pathways. To date, Consumers has reduced methane emissions by more than 40percent. Consumers has also set a goal to reduce customer greenhouse gas emissions by 25percent by 2035. Consumers Natural Gas Delivery Plan, a rolling tenyear investment plan to deliver safe, reliable, clean, and affordable natural gas to customers, outlines ways in which Consumers can make early progress toward these goals in a cost-effective manner, including energy waste reduction, carbon offsets, and renewable natural gas supply.Consumers has already initiated work in these key areas by continuing to expand its energy waste reduction targets and by offering gas customers the ability to offset their carbon footprint associated with natural gas use by purchasing renewable natural gas and/or carbon credits associated with Michigan forest preservation. Consumers has renewable natural gas facilities under construction scheduled for commercial operation in 2026 and is monitoring regulatory developments and market conditions closely as part of its ongoing evaluation of the projects. As part of this evaluation, twoearlyphase renewable natural gas development projects have been paused indefinitely, and Consumers recognized an impairment charge of $15million related to these projects in 2025. Consumers is evaluating and monitoring newer technologies to determine their role in achieving Consumers interim and long-term net-zero goals, including biofuels, geothermal, synthetic methane, carbon capture sequestration systems, and other innovative technologies.NorthStar Clean Energy Outlook and UncertaintiesCMSEnergys primary focus with respect to its NorthStar Clean Energy businesses is to maximize the value of generating assets representing 1,665MW of capacity, and to pursue opportunities for the development of renewable generation projects, including leveraging strategic partnerships and available tax incentives.In December2025, NorthStar Clean Energy sold a ClassA membership interest in BGSolar Holdings to a tax equity investor. BGSolar Holdings is the holding company of a 200-MW solar generation project being constructed in Branch County, Michigan. All of the projects nameplate capacity has been committed under a 15year renewable energy purchase agreement. The tax equity investor contributed $15million and recognized a deemed contribution of $35million associated with BGSolar Holdings sale of investment tax credits related to a portion of the project placed into service for tax purposes in 2025. The tax equity investor will contribute additional amounts upon commercial operation of the project in 2026. NorthStar Clean Energy retained a ClassB membership interest in BGSolar Holdings. Earnings, tax attributes, and cash flows generated by BGSolar Holdings will be allocated among and distributed to the membership classes in accordance with the ratios specified in the associated limited liability company operating agreement; these ratios change over time and are not representative of the ownership interest percentages of each membership class. For additional details, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote19, Variable Interest Entities. 86Table of ContentsTrends, uncertainties, and other matters related to NorthStar Clean Energy that could have a material impact on CMSEnergys consolidated income, cash flows, or financial position include:investment in and financial benefits received from renewable energy and energy storage projects, including changes to tax and trade policydelays or difficulties in financing, constructing, and developing projects, including those arising from the performance of contractors, suppliers, or other counterpartieschanges in energy, capacity, and other commodity pricessevere weather events and climate change associated with increasing levels of greenhouse gaseschanges in various environmental laws, regulations, principles, or practices, or in their interpretationindemnity obligations assumed in connection with ownership interests in facilities that involve tax equity financingrepresentations, warranties, and indemnities provided in connection with sales of assetsdelays or difficulties in obtaining environmental permitsFor additional details regarding NorthStar Clean Energys uncertainties, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and CommitmentsGuarantees.NorthStar Clean Energy Environmental Outlook: NorthStar Clean Energys operations are subject to various federal, state, and local environmental laws and regulations. Multiple environmental laws and regulations are subject to litigation. NorthStar Clean Energys primary environmental compliance focus includes, but is not limited to, the following matters.CSAPR requires Michigan and many other states to improve air quality by reducing power plant emissions that, according to EPA modeling, contribute to ground-level ozone in other downwind states. NorthStar Clean Energy complies with this regulation and expects it to have minimal financial and operational impact in the near and/or long term.In March2024, the EPA published a lower fine particulate matter NAAQS, which could result in newly designated nonattainment areas in Michigan starting in 2026. In 2025, EGLE proposed nonattainment areas for Kalamazoo and Wayne counties, with a decision by the EPA expected in 2026. NorthStar Clean Energy has two fossil-fuel-fired generating units in these counties and therefore will continue to monitor NAAQS rulemaking and litigation to evaluate potential impacts to its generating assets.In January2026, the EPA published a final rule amending new source performance standards for new, modified, and reconstructed stationary combustion turbines to lower emission limits for NOx. This final rule requires new large simple-cycle turbine units with higher capacity factors to install control equipment for NOx emissions. NorthStar Clean Energy will monitor this rulemaking.A December2025 court decision vacated the EPAs 2023redesignation of the sevencounty area in southeast Michigan from moderate ozone nonattainment to attainment. NorthStar Clean Energy has one electric generating station located within this area. NorthStar Clean Energy will continue to monitor the recent court decisions impact on the seven-county area in southeast Michigan, including resulting agency actions, and the potential impacts to compressor station assets.For additional details regarding the ozone NAAQS, see Consumers Electric Utility Outlook and UncertaintiesElectric Environmental Outlook.In September2025, the EPA proposed a rule to reconsider the Greenhouse Gas Reporting Program by eliminating the reporting obligations from numerous emission sources. Reporting of carbon dioxide to the 87Table of ContentsEPA, however, will continue for sources subject to the Clean Air Act Acid Rain Program. This change could result in inconsistent approaches in voluntary greenhouse gas accounting for industrial sources.In April2024, the EPA finalized its rule under Section111 of the Clean Air Act to address greenhouse gas emissions from new combustion turbine electric generating units and existing coal-, gas-, and oilfueled steam electric generating units. These rules do not address existing combustion turbine electric generating units. In June2025, the EPA issued a proposed rule containing two different pathways to rescind these requirements. Neither pathway impacts NorthStar Clean Energys existing facilities. NorthStar Clean Energy will continue to follow the EPA rules that address greenhouse gas emissions and will continue to evaluate potential impacts to its operations.Many of NorthStar Clean Energys facilities maintain NPDES permits, which are vital to the facilities operations. NorthStar Clean Energy applies for renewal of these permits every fiveyears. Failure of EGLE to renew any NPDES permit, a successful appeal against a permit, a change in the interpretation or scope of NPDES permitting, or onerous terms contained in a permit could have a significant detrimental effect on the operations of a facility.Other Outlook and UncertaintiesTax Legislation: CMSEnergy and Consumers are subject to changing tax laws. In July2025, PresidentTrump signed into law the OBBBA. The legislation allows for the immediate expensing of domestic research and development costs and includes changes to clean energy tax credits enacted by the Inflation Reduction Act of 2022. While the OBBBA restores, and makes permanent, the 100percent bonus depreciation deduction, it also retains a provision that allows utilities to take a full deduction of interest expense in lieu of 100percent bonus depreciation. CMSEnergy and Consumers evaluated the provisions of the OBBBA and concluded that the legislation is not expected to have a material impact on their respective financial statements. This conclusion is subject to change as additional guidance or interpretations become available.Litigation: CMSEnergy, Consumers, and certain of their subsidiaries are named as parties in various litigation matters, as well as in administrative proceedings before various courts and governmental agencies, arising in the ordinary course of business. For additional details regarding certain legal matters, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters and Note4, Contingencies and Commitments.Critical Accounting EstimatesThe following information is important to understand CMSEnergys and Consumers results of operations and financial condition. For additional accounting policies, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote1, Significant Accounting Policies.In the preparation of CMSEnergys and Consumers consolidated financial statements, estimates and assumptions are used that may affect reported amounts and disclosures. CMSEnergy and Consumers use accounting estimates for asset valuations, unbilled revenue, depreciation, amortization, financial and derivative instruments, employee benefits, stock-based compensation, the effects of regulation, indemnities, contingencies, and AROs. Actual results may differ from estimated results due to changes in the regulatory environment, regulatory decisions, lawsuits, competition, and other factors. CMSEnergy and Consumers consider all relevant factors in making these assessments.88Table of ContentsAccounting for the Effects of Industry Regulation: Because Consumers has regulated operations, it uses regulatory accounting to recognize the effects of the regulators decisions on its financial statements. Consumers continually assesses whether future recovery of its regulatory assets is probable by considering communications and experience with its regulators and changes in the regulatory environment. If Consumers determined that recovery of a regulatory asset were not probable, Consumers would be required to write off the asset and immediately recognize the expense in earnings. For additional information, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.Contingencies: CMSEnergy and Consumers make judgments regarding the future outcome of various matters that give rise to contingent liabilities. For such matters, they record liabilities when they are considered probable and reasonably estimable, based on all available information. In particular, CMSEnergy and Consumers are participating in various environmental remediation projects for which they have recorded liabilities. The recorded amounts represent estimates that may take into account such considerations as the number of sites, the anticipated scope, cost, and timing of remediation work, the available technology, applicable regulations, and the requirements of governmental authorities. For remediation projects in which the timing of estimated expenditures is considered reliably determinable, CMSEnergy and Consumers record the liability at its net present value, using a discount rate equal to the interest rate on monetary assets that are essentially risk-free and have maturities comparable to that of the environmental liability. The amount recorded for any contingency may differ from actual costs incurred when the contingency is resolved. For additional details, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote4, Contingencies and Commitments.Income Taxes: The amount of income taxes paid by CMSEnergy is subject to ongoing audits by federal, state, and foreign tax authorities, which can result in proposed assessments. An estimate of the potential outcome of any uncertain tax issue is highly judgmental. CMSEnergy believes adequate reserves have been provided for these exposures; however, future results may include favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, CMSEnergys judgment as to the ability to recover its deferred tax assets may change. CMSEnergy believes the valuation allowances related to its deferred tax assets are adequate, but future results may include favorable or unfavorable adjustments. As a result, CMSEnergys effective tax rate may fluctuate significantly over time. For additional details, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote13, Income Taxes.Pension and OPEB: CMSEnergy and Consumers provide retirement pension benefits to certain employees under noncontributory DBPension Plans, and they provide postretirement health and life benefits to qualifying retired employees under an OPEB Plan.CMSEnergy and Consumers record liabilities for pension and OPEB on their consolidated balance sheets at the present value of the future obligations, net of any plan assets. The calculation of the liabilities and associated expenses requires the expertise of actuaries, and requires many assumptions, including:life expectanciesdiscount ratesexpected long-term rate of return on plan assetsrate of compensation increasesexpected health care costsA change in these assumptions could change significantly CMSEnergys and Consumers recorded liabilities and associated expenses.89Table of ContentsPresented in the following table are estimates of credits and cash contributions through 2028 for the DBPension Plans and OPEB Plan. Actual future costs, credits, and contributions will depend on future investment performance, discount rates, and various factors related to the participants of the DBPension Plans and OPEB Plan. CMSEnergy and Consumers will, at a minimum, contribute to the plans as needed to comply with federal funding requirements. | | | In Millions | | | DBPension Plans | OPEB Plan | | | Credit | Contribution | Credit | Contribution | | | CMSEnergy, including Consumers | | | 2026 | $ | (86) | $ | | $ | (109) | $ | | | | 2027 | (87) | | (99) | | | | 2028 | (100) | | (92) | | | | Consumers1 | | | 2026 | $ | (81) | $ | | $ | (101) | $ | | | | 2027 | (81) | | (91) | | | | 2028 | (94) | | (84) | | | 1Consumers pension and OPEB costs are recoverable through its general ratemaking process.Lowering the expected long-term rate of return on the assets of the DBPension Plans by 25basis points would increase estimated pension cost for 2026 by $8million for both CMSEnergy and Consumers. Lowering the PBO discount rates by 25basis points would decrease estimated pension cost for 2026 by $1million for both CMSEnergy and Consumers. Pension and OPEB costs above or below the amounts used to set existing rates will be deferred as a regulatory asset or liability in accordance with Consumers postretirement benefits expense deferral mechanism; for more information, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote3, Regulatory Matters.Pension and OPEB plan assets are accounted for and disclosed at fair value. Fair value measurements incorporate assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Development of these assumptions may require judgment.For additional details on postretirement benefits, including the fair value measurements for the assets of the DBPension Plans and OPEB Plan, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote11, Retirement Benefits.Unbilled Revenues: Consumers customers are billed monthly in cycles having billing dates that do not generally coincide with the end of a calendar month. This results in customers having received electricity or natural gas that they have not been billed for as of the month-end. Consumers estimates its unbilled revenues by applying an average billed rate to total unbilled deliveries for each customer class. Consumers records unbilled revenues as accounts receivable and accrued revenue on its consolidated balance sheet. For additional information on unbilled revenues, see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote15, Revenue.New Accounting StandardsFor details regarding new accounting standards issued but not yet effective, See Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote2, New Accounting Standards.90Table of ContentsItem7A.Quantitative and Qualitative Disclosures About Market RiskCMSEnergy and Consumers are exposed to market risks including, but not limited to, changes in interest rates, commodity prices, and investment security prices. They may enter into various risk management contracts to mitigate exposure to these risks, including swaps, options, futures, and forward contracts. CMSEnergy and Consumers enter into these contracts using established policies and procedures, under the direction of an executive oversight committee consisting of certain officers and a risk committee consisting of those and other officers and business managers.The following risk sensitivity illustrates the potential loss in fair value, cash flows, or future earnings from financial instruments, assuming a hypothetical adverse change in market rates or prices of 10percent. Potential losses could exceed the amounts shown in the sensitivity analyses if changes in market rates or prices were to exceed 10percent.Long-term Debt: CMSEnergy and Consumers are exposed to interest-rate risk resulting from issuing fixed-rate and variable-rate debt instruments. CMSEnergy and Consumers use a combination of these instruments, and may also enter into interest-rate swap agreements, in order to manage this risk and to achieve a reasonable cost of capital.Presented in the following table is a sensitivity analysis of interest-rate risk on CMSEnergys and Consumers debt instruments (assuming an adverse change in market interest rates of 10percent): | | | In Millions | | | December31 | 2025 | 2024 | | | Fixed-rate financingpotential loss in fair value | | | CMSEnergy, including Consumers | $ | 792 | $ | 717 | | | Consumers | 535 | 543 | | The fair value losses in the above table could be realized only if CMSEnergy and Consumers transferred all of their fixed-rate financing to other creditors. The annual earnings exposure related to variable-rate financing was immaterial for both CMSEnergy and Consumers at December31,2025 and 2024, assuming an adverse change in market interest rates of 10percent. For additional details on financial instruments see Item8. Financial Statements and Supplementary DataNotes to the Consolidated Financial StatementsNote7, Financial Instruments.91Table of Contents(This page intentionally left blank)92Table of ContentsItem8.Financial Statements and Supplementary DataIndex to Financial Statements | | | CMSEnergy Consolidated Financial Statements | 94 | | | Consolidated Statements of Income | 94 | | | Consolidated Statements of Comprehensive Income | 95 | | | Consolidated Statements of Cash Flows | 96 | | | Consolidated Balance Sheets | 98 | | | Consolidated Statements of Changes in Equity | 100 | | | Consumers Consolidated Financial Statements | 101 | | | Consolidated Statements of Income | 101 | | | Consolidated Statements of Comprehensive Income | 102 | | | Consolidated Statements of Cash Flows | 104 | | | Consolidated Balance Sheets | 106 | | | Consolidated Statements of Changes in Equity | 108 | | | Notes to the Consolidated Financial Statements | 109 | | | 1: | Significant Accounting Policies | 109 | | | 2: | New Accounting Standards | 111 | | | 3: | Regulatory Matters | 112 | | | 4: | Contingencies and Commitments | 119 | | | 5: | Financings and Capitalization | 125 | | | 6: | Fair Value Measurements | 134 | | | 7: | Financial Instruments | 136 | | | | | 8: | Plant, Property, and Equipment | 138 | | | 9: | Leases | 142 | | | 10: | Asset Retirement Obligations | 146 | | | 11: | Retirement Benefits | 148 | | | 12: | Stock-based Compensation | 159 | | | 13: | Income Taxes | 162 | | | 14: | Earnings Per ShareCMSEnergy | 168 | | | 15: | Revenue | 170 | | | 16: | Other Income and Other Expense | 174 | | | 17: | Reportable Segments | 175 | | | 18: | Related-party TransactionsConsumers | 182 | | | 19: | Variable Interest Entities | 183 | | | 20: | Exit Activities and Asset Sales | 186 | | | | | Reports of Independent Registered Public Accounting Firm (PCAOB ID 238) | 188 | | | CMSEnergy | 188 | | | Consumers | 192 | | 93 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) CMSEnergy Corporation Consolidated Statements of Income | | | In Millions, Except Per Share Amounts | | | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Operating Revenue | $ | 8,539 | $ | 7,515 | $ | 7,462 | | | Operating Expenses | | | Fuel for electric generation | 657 | 624 | 561 | | | Purchased and interchange power | 1,706 | 1,333 | 1,375 | | | Purchased power related parties | 94 | 71 | 75 | | | Cost of gas sold | 809 | 640 | 902 | | | Maintenance and other operating expenses | 1,727 | 1,638 | 1,687 | | | Depreciation and amortization | 1,306 | 1,240 | 1,180 | | | General taxes | 513 | 482 | 447 | | | Total operating expenses | 6,812 | | 6,028 | | 6,227 | | | Operating Income | 1,727 | | 1,487 | | 1,235 | | | Other Income (Expense) | | | | | | | | | | | Non-operating retirement benefits, net | 186 | 169 | 180 | | | Other income | 151 | 207 | 195 | | | Other expense | (27) | (32) | (13) | | | Total other income | 310 | | 344 | | 362 | | | Interest Charges | | | Interest on long-term debt | 798 | 700 | 616 | | | Interest expense related parties | 11 | 12 | 12 | | | Other interest expense | (9) | 14 | 18 | | | Allowance for borrowed funds used during construction | (11) | (18) | (3) | | | Total interest charges | 789 | | 708 | | 643 | | | Income Before Income Taxes | 1,248 | 1,123 | 954 | | | Income Tax Expense | 246 | 176 | 147 | | | Income From Continuing Operations | 1,002 | 947 | 807 | | | Income From Discontinued Operations, Net of Tax of $ for all periods | | | 1 | | | Net Income | 1,002 | 947 | 808 | | | Loss Attributable to Noncontrolling Interests | (69) | (56) | (79) | | | Net Income Attributable to CMSEnergy | 1,071 | 1,003 | 887 | | | Preferred Stock Dividends | 10 | 10 | 10 | | | Net Income Available to Common Stockholders | $ | 1,061 | $ | 993 | $ | 877 | | | | | | | | | Basic Earnings Per Average Common Share | $ | 3.53 | $ | 3.34 | $ | 3.01 | | | | | | | | | Diluted Earnings Per Average Common Share | $ | 3.53 | $ | 3.33 | $ | 3.01 | | The accompanying notes are an integral part of these statements.94Table of ContentsCMSEnergy CorporationConsolidated Statements of Comprehensive Income | | | In Millions | | | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Net Income | $ | 1,002 | $ | 947 | $ | 808 | | | Retirement Benefits Liability | | | Net gain arising during the period, net of tax of $2, $1, and $2 | 4 | 2 | 5 | | | | | Prior service credit adjustment, net of tax of $ for all periods | | 1 | | | | Amortization of net actuarial loss, net of tax of $ for all periods | 2 | 2 | 2 | | | Amortization of prior service credit, net of tax of $ for all periods | (1) | | (1) | | | | | | | | | | | | | | | | | Other Comprehensive Income | 5 | 5 | 6 | | | Comprehensive Income | 1,007 | 952 | 814 | | | Comprehensive Loss Attributable to Noncontrolling Interests | (69) | (56) | (79) | | | Comprehensive Income Attributable to CMSEnergy | $ | 1,076 | $ | 1,008 | $ | 893 | | The accompanying notes are an integral part of these statements.95Table of ContentsCMSEnergy CorporationConsolidated Statements of Cash Flows | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Cash Flows from Operating Activities | | | Net income | $ | 1,002 | $ | 947 | $ | 808 | | | Adjustments to reconcile net income to net cash provided by operating activities | | | Depreciation and amortization | 1,306 | 1,240 | 1,180 | | | Deferred income taxes and investment tax credits | 202 | 142 | 157 | | | Bad debt expense | 40 | 33 | 34 | | | Postretirement benefits contributions | (16) | (13) | (12) | | | | | | | Other noncash operating activities and reconcilingadjustments | (238) | (241) | (274) | | | | | Changes in assets and liabilities | | | Accounts receivable and accrued revenue | (251) | (155) | 241 | | | Inventories | (28) | 164 | 185 | | | Accounts payable and accrued rate refunds | 196 | 15 | (136) | | | Other current assets and liabilities | 78 | 42 | (21) | | | Other noncurrent assets and liabilities | (56) | 196 | 147 | | | Net cash provided by operating activities | 2,235 | | 2,370 | 2,309 | | | Cash Flows from Investing Activities | | | Capital expenditures (excludes assets placed under finance lease) | (3,824) | (3,018) | (2,407) | | | Covert Generating Station acquisition | | | (812) | | | | | | | | | | | | | Proceeds from sale of ASP business | | 124 | | | | | | | | Cost to retire property and other investing activities | (214) | (160) | (167) | | | Net cash used in investing activities | (4,038) | | (3,054) | (3,386) | | | Cash Flows from Financing Activities | | | Proceeds from issuance of debt | 3,609 | 1,962 | 3,551 | | | Retirement of debt | (1,150) | (952) | (2,132) | | | | | Increase (decrease) in notes payable | (65) | (28) | 73 | | | Issuance of common stock | 525 | 286 | 192 | | | | | Payment of dividends on common and preferred stock | (663) | (626) | (579) | | | | | Proceeds from the sale of membership interests in VIEs | 44 | | | | | Proceeds from the sale of membership interest in VIE to tax equity investor | 15 | | 86 | | | Contributions from noncontrolling interests | 4 | 5 | 6 | | | Distributions to noncontrolling interests | (14) | (12) | (12) | | | | | Other financing costs | (65) | (21) | (42) | | | Net cash provided by financing activities | 2,240 | | 614 | 1,143 | | | Net Increase (Decrease) in Cash and Cash Equivalents,Including Restricted Amounts | 437 | (70) | 66 | | | Cash and Cash Equivalents,Including Restricted Amounts, Beginning of Period | 178 | 248 | 182 | | | Cash and Cash Equivalents,Including Restricted Amounts, End of Period | $ | 615 | | $ | 178 | $ | 248 | | 96Table of Contents | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Other Cash Flow Activities and Noncash Investing and Financing Activities | | | Cash transactions | | | Interest paid (net of amounts capitalized) | $ | 741 | $ | 677 | $ | 607 | | | Income taxes paid (proceeds from sale of renewable energy tax credits), net | (20) | (69) | 15 | | | Noncash transactions | | | Capital expenditures not paid | $ | 662 | $ | 517 | $ | 265 | | | Deemed contribution from sale of membership interest | 35 | | | | | | | | The accompanying notes are an integral part of these statements.97Table of ContentsCMSEnergy CorporationConsolidated Balance Sheets | | | ASSETS | | | In Millions | | | December31 | 2025 | 2024 | | | Current Assets | | | Cash and cash equivalents | $ | 509 | $ | 103 | | | Restricted cash and cash equivalents | 106 | 75 | | | Accounts receivable and accrued revenue, less allowance of $27 in 2025 and $23 in 2024 | 1,306 | 1,049 | | | | | | | Accounts receivable related parties | 17 | 14 | | | | | Inventories at average cost | | | Gas in underground storage | 427 | 435 | | | Materials and supplies | 329 | 299 | | | Generating plant fuel stock | 35 | 35 | | | Deferred property taxes | 479 | 448 | | | Regulatory assets | 104 | 229 | | | | | Prepayments and other current assets | 160 | 103 | | | Total current assets | 3,472 | | 2,790 | | | Plant, Property, and Equipment | | | Plant, property, and equipment, gross | 37,763 | 34,932 | | | Less accumulated depreciation and amortization | 10,135 | 9,569 | | | Plant, property, and equipment, net | 27,628 | | 25,363 | | | Construction work in progress | 3,052 | 2,098 | | | Total plant, property, and equipment | 30,680 | | 27,461 | | | Other Noncurrent Assets | | | Regulatory assets | 3,355 | 3,569 | | | Accounts receivable | 18 | 20 | | | Investments | 61 | 69 | | | Postretirement benefits | 1,957 | 1,627 | | | | | Other | 398 | 384 | | | Total other noncurrent assets | 5,789 | | 5,669 | | | Total Assets | $ | 39,941 | | $ | 35,920 | | 98Table of Contents | | | LIABILITIES AND EQUITY | | | In Millions | | | December31 | 2025 | 2024 | | | Current Liabilities | | | Current portion of long-term debt and finance leases | $ | 956 | $ | 1,195 | | | Notes payable | | 65 | | | Accounts payable | 1,395 | 1,085 | | | Accounts payable related parties | 9 | 8 | | | Accrued rate refunds | 28 | 38 | | | Accrued interest | 182 | 156 | | | Accrued taxes | 708 | 654 | | | Regulatory liabilities | 85 | 111 | | | | | Other current liabilities | 185 | 209 | | | Total current liabilities | 3,548 | | 3,521 | | | Noncurrent Liabilities | | | Long-term debt | 17,807 | 15,194 | | | Non-current portion of finance leases | 135 | 112 | | | Regulatory liabilities | 4,091 | 4,067 | | | Postretirement benefits | 95 | 96 | | | AROs | 792 | 728 | | | Deferred investment tax credit | 118 | 122 | | | Deferred income taxes | 3,252 | 2,925 | | | | | Other noncurrent liabilities | 392 | 407 | | | Total noncurrent liabilities | 26,682 | | 23,651 | | | Commitments and Contingencies (Notes 3 and 4) | | | | | Equity | | | Common stockholders equity | | | Common stock, authorized 350.0shares in both periods; outstanding 306.4shares in 2025 and 298.8shares in 2024 | 3 | 3 | | | Other paid-in capital | 6,510 | 6,009 | | | Accumulated other comprehensive loss | (36) | (41) | | | Retained earnings | 2,443 | 2,035 | | | Total common stockholders equity | 8,920 | 8,006 | | | Cumulative redeemable perpetual preferred stock, SeriesC, authorized 9.2depositary shares; outstanding 9.2depositary shares in both periods | 224 | 224 | | | Total stockholders equity | 9,144 | 8,230 | | | Noncontrolling interests | 567 | 518 | | | Total equity | 9,711 | | 8,748 | | | Total Liabilities and Equity | $ | 39,941 | | $ | 35,920 | | The accompanying notes are an integral part of these statements.99Table of ContentsCMSEnergy CorporationConsolidated Statements of Changes in Equity | | | In Millions, Except Number of Shares in Thousands and Per Share Amounts | | | | | Number of Shares | | | Years Ended December31 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | | Total Equity at Beginning of Period | $ | 8,748 | $ | 8,125 | $ | 7,595 | | | Common Stock | | | | | | | At beginning and end of period | 3 | 3 | 3 | | | Other Paid-in Capital | | | At beginning of period | 298,790 | 294,440 | 291,268 | 6,009 | 5,705 | 5,490 | | | Common stock issued | 7,839 | 4,673 | 3,355 | 548 | 315 | 222 | | | Common stock repurchased | (181) | (181) | (119) | (13) | (11) | (7) | | | | | Common stock reacquired | (39) | (142) | (64) | | | | | | Adjustment for sale of membership interests in VIEs | (34) | | | | | At end of period | 306,409 | 298,790 | 294,440 | 6,510 | 6,009 | 5,705 | | | Accumulated Other Comprehensive Loss | | | | | Retirement benefits liability | | | At beginning of period | (41) | (46) | (52) | | | | | Net gain arising during the period | 4 | 2 | 5 | | | | | Prior service credit adjustment | | 1 | | | | Amortization of net actuarial loss | 2 | 2 | 2 | | | Amortization of prior service credit | (1) | | (1) | | | At end of period | (36) | (41) | (46) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Retained Earnings | | | At beginning of period | 2,035 | 1,658 | 1,350 | | | | | Net income attributable to CMSEnergy | 1,071 | 1,003 | 887 | | | Dividends declared on common stock | (653) | (616) | (569) | | | Dividends declared on preferred stock | (10) | (10) | (10) | | | At end of period | 2,443 | 2,035 | 1,658 | | | Cumulative Redeemable Perpetual Preferred Stock, SeriesC | | | | | | | At beginning and end of period | 224 | 224 | 224 | | | Noncontrolling Interests | | | At beginning of period | 518 | 581 | 580 | | | | | Sale of membership interests in VIEs | 78 | | | | | Sale of membership interest in VIE to tax equity investor | 50 | | 86 | | | Contributions from noncontrolling interests | 4 | 5 | 6 | | | Distributions to noncontrolling interests | (14) | (12) | (12) | | | Loss attributable to noncontrolling interests | (69) | (56) | (79) | | | | | At end of period | 567 | 518 | 581 | | | Total Equity at End of Period | $ | 9,711 | $ | 8,748 | $ | 8,125 | | | Dividends declared per common share | $ | 2.170 | $ | 2.060 | $ | 1.950 | | | Dividends declared per preferred stock SeriesC depositary share | $ | 1.050 | $ | 1.050 | $ | 1.050 | | The accompanying notes are an integral part of these statements.100Table of ContentsConsumers Energy CompanyConsolidated Statements of Income | | | In Millions | | | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Operating Revenue | $ | 8,132 | $ | 7,200 | $ | 7,166 | | | Operating Expenses | | | Fuel for electric generation | 535 | 511 | 435 | | | Purchased and interchange power | 1,564 | 1,285 | 1,331 | | | Purchased power related parties | 94 | 71 | 75 | | | Cost of gas sold | 803 | 637 | 897 | | | Maintenance and other operating expenses | 1,614 | 1,520 | 1,586 | | | Depreciation and amortization | 1,254 | 1,191 | 1,137 | | | General taxes | 499 | 470 | 437 | | | Total operating expenses | 6,363 | | 5,685 | | 5,898 | | | Operating Income | 1,769 | | 1,515 | | 1,268 | | | Other Income (Expense) | | | | | | | | | Non-operating retirement benefits, net | 175 | 157 | 171 | | | Other income | 55 | 85 | 49 | | | Other expense | (22) | (30) | (12) | | | Total other income | 208 | | 212 | | 208 | | | Interest Charges | | | Interest on long-term debt | 521 | 488 | 415 | | | Interest expense related parties | 41 | 31 | 20 | | | Other interest expense | 8 | 12 | 16 | | | Allowance for borrowed funds used during construction | (10) | (13) | (3) | | | Total interest charges | 560 | | 518 | | 448 | | | Income Before Income Taxes | 1,417 | 1,209 | 1,028 | | | Income Tax Expense | 288 | 200 | 161 | | | Net Income | 1,129 | | 1,009 | | 867 | | | Preferred Stock Dividends | 2 | 2 | 2 | | | Net Income Available to Common Stockholder | $ | 1,127 | $ | 1,007 | $ | 865 | | The accompanying notes are an integral part of these statements.101Table of ContentsConsumers Energy CompanyConsolidated Statements of Comprehensive Income | | | In Millions | | | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Net Income | $ | 1,129 | $ | 1,009 | $ | 867 | | | Retirement Benefits Liability | | | | | Net gain (loss) arising during the period, net of tax of $(1), $1, and $ | (2) | 3 | (1) | | | Amortization of net actuarial loss, net of tax of $ for all periods | | 1 | 1 | | | | | | | | | | | Other Comprehensive Income (Loss) | (2) | 4 | | | | Comprehensive Income | $ | 1,127 | $ | 1,013 | $ | 867 | | The accompanying notes are an integral part of these statements.102Table of Contents(This page intentionally left blank)103Table of ContentsConsumers Energy CompanyConsolidated Statements of Cash Flows | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Cash Flows from Operating Activities | | | Net income | $ | 1,129 | $ | 1,009 | $ | 867 | | | Adjustments to reconcile net income to net cash provided by operating activities | | | Depreciation and amortization | 1,254 | 1,191 | 1,137 | | | Deferred income taxes and investment tax credits | 48 | 115 | 156 | | | Bad debt expense | 40 | 33 | 34 | | | Postretirement benefits contributions | (10) | (9) | (9) | | | Other noncash operating activities and reconciling adjustments | (165) | (137) | (123) | | | Changes in assets and liabilities | | | Accounts and notes receivable and accrued revenue | (235) | (153) | 219 | | | Inventories | (24) | 164 | 186 | | | Accounts payable and accrued rate refunds | 187 | 19 | (127) | | | Other current assets and liabilities | 104 | 75 | (35) | | | Other non-current assets and liabilities | (90) | 139 | 125 | | | Net cash provided by operating activities | 2,238 | | 2,446 | | 2,430 | | | Cash Flows from Investing Activities | | | Capital expenditures (excludes assets placed under finance lease) | (3,314) | (2,842) | (2,248) | | | Covert Generating Station acquisition | | | (812) | | | | | | | Proceeds from sale of ASP business | | 124 | | | | | | Cost to retire property and other investing activities | (221) | (154) | (141) | | | Net cash used in investing activities | (3,535) | | (2,872) | | (3,201) | | | Cash Flows from Financing Activities | | | Proceeds from issuance of debt | 1,123 | 1,297 | 2,666 | | | Retirement of debt | (115) | (389) | (1,654) | | | Increase (decrease) in notes payable | (65) | (28) | 73 | | | Increase (decrease) in notes payable related parties | 340 | | (75) | | | Stockholder contribution | 920 | 735 | 475 | | | Return of stockholder contribution | | (320) | | | | Payment of dividends on common and preferred stock | (900) | (797) | (697) | | | | | Other financing costs | (14) | (9) | (21) | | | Net cash provided by financing activities | 1,289 | | 489 | | 767 | | | Net Increase (Decrease) in Cash and Cash Equivalents,Including Restricted Amounts | (8) | 63 | (4) | | | Cash and Cash Equivalents,Including Restricted Amounts, Beginning of Period | 119 | 56 | 60 | | | Cash and Cash Equivalents,Including Restricted Amounts, End of Period | $ | 111 | | $ | 119 | | $ | 56 | | 104Table of Contents | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Other Cash Flow Activities and Noncash Investing and Financing Activities | | | Cash transactions | | | Interest paid (net of amounts capitalized) | $ | 526 | $ | 484 | $ | 417 | | | Income taxes paid (proceeds from sale of renewable energy tax credits), net | 161 | (19) | 31 | | | Noncash transactions | | | Capital expenditures not paid | $ | 533 | $ | 395 | $ | 264 | | | | The accompanying notes are an integral part of these statements.105Table of ContentsConsumers Energy CompanyConsolidated Balance Sheets | | | ASSETS | | | In Millions | | | December31 | 2025 | 2024 | | | Current Assets | | | | | Cash and cash equivalents | $ | 25 | $ | 44 | | | Restricted cash and cash equivalents | 86 | 75 | | | Accounts receivable and accrued revenue, less allowance of $27 in 2025 and $23 in 2024 | 1,210 | 1,019 | | | | | | | Accounts and notes receivable related parties | 15 | 17 | | | | | Inventories at average cost | | | Gas in underground storage | 427 | 435 | | | Materials and supplies | 316 | 291 | | | Generating plant fuel stock | 31 | 30 | | | Deferred property taxes | 479 | 448 | | | Regulatory assets | 104 | 229 | | | Prepayments and other current assets | 132 | 86 | | | Total current assets | 2,825 | | 2,674 | | | Plant, Property, and Equipment | | | | | Plant, property, and equipment, gross | 36,120 | 33,434 | | | Less accumulated depreciation and amortization | 9,842 | 9,310 | | | Plant, property, and equipment, net | 26,278 | | 24,124 | | | Construction work in progress | 2,354 | 1,766 | | | Total plant, property, and equipment | 28,632 | | 25,890 | | | Other Non-current Assets | | | | | Regulatory assets | 3,355 | 3,569 | | | Accounts receivable | 24 | 26 | | | Accounts and notes receivable related parties | 88 | 92 | | | Postretirement benefits | 1,821 | 1,514 | | | Other | 346 | 323 | | | Total other non-current assets | 5,634 | | 5,524 | | | Total Assets | $ | 37,091 | | $ | 34,088 | | 106Table of Contents | | | LIABILITIES AND EQUITY | | | In Millions | | | December31 | 2025 | 2024 | | | Current Liabilities | | | Current portion of long-term debt and finance leases | $ | 579 | $ | 456 | | | Notes payable | | 65 | | | Notes payable related parties | 340 | | | | Accounts payable | 1,229 | 917 | | | Accounts payable related parties | 14 | 12 | | | Accrued rate refunds | 28 | 38 | | | Accrued interest | 149 | 130 | | | Accrued taxes | 747 | 678 | | | Regulatory liabilities | 85 | 111 | | | Other current liabilities | 163 | 185 | | | Total current liabilities | 3,334 | | 2,592 | | | Non-current Liabilities | | | Long-term debt | 11,524 | 10,818 | | | Long-term debt related parties | 1,005 | 823 | | | Non-current portion of finance leases | 81 | 69 | | | Regulatory liabilities | 4,091 | 4,067 | | | Postretirement benefits | 70 | 70 | | | AROs | 753 | 694 | | | Deferred investment tax credit | 118 | 122 | | | Deferred income taxes | 3,201 | 3,053 | | | Other non-current liabilities | 336 | 349 | | | Total non-current liabilities | 21,179 | | 20,065 | | | Commitments and Contingencies (Notes 3 and 4) | | | | | Equity | | | Common stockholders equity | | | Common stock, authorized 125.0shares; outstanding 84.1shares in both periods | 841 | 841 | | | Other paid-in capital | 9,094 | 8,174 | | | Accumulated other comprehensive loss | (13) | (11) | | | Retained earnings | 2,619 | 2,390 | | | Total common stockholders equity | 12,541 | | 11,394 | | | Cumulative preferred stock, $4.50 series, authorized 7.5shares; outstanding 0.4shares in both periods | 37 | 37 | | | Total equity | 12,578 | | 11,431 | | | Total Liabilities and Equity | $ | 37,091 | | $ | 34,088 | | The accompanying notes are an integral part of these statements.107Table of ContentsConsumers Energy CompanyConsolidated Statements of Changes in Equity | | | In Millions | | | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Total Equity at Beginning of Period | $ | 11,431 | $ | 10,800 | $ | 10,155 | | | Common Stock | | | | | | | At beginning and end of period | 841 | 841 | 841 | | | Other Paid-in Capital | | | At beginning of period | 8,174 | 7,759 | 7,284 | | | Stockholder contribution | 920 | 735 | 475 | | | Return of stockholder contribution | | (320) | | | | At end of period | 9,094 | 8,174 | 7,759 | | | Accumulated Other Comprehensive Loss | | | | | Retirement benefits liability | | | At beginning of period | (11) | (15) | (15) | | | | | Net gain (loss) arising during the period | (2) | 3 | (1) | | | Amortization of net actuarial loss | | 1 | 1 | | | At end of period | (13) | (11) | (15) | | | | | | | | | | | | | | | | | | | Retained Earnings | | | At beginning of period | 2,390 | 2,178 | 2,008 | | | | | Net income | 1,129 | 1,009 | 867 | | | Dividends declared on common stock | (898) | (795) | (695) | | | Dividends declared on preferred stock | (2) | (2) | (2) | | | At end of period | 2,619 | 2,390 | 2,178 | | | Cumulative Preferred Stock | | | | | | | At beginning and end of period | 37 | 37 | 37 | | | Total Equity at End of Period | $ | 12,578 | $ | 11,431 | $ | 10,800 | | The accompanying notes are an integral part of these statements.108Table of ContentsCMSEnergy CorporationConsumers Energy CompanyNotes to the Consolidated Financial Statements1:Significant Accounting PoliciesPrinciples of Consolidation: CMSEnergy and Consumers prepare their consolidated financial statements in conformity with GAAP. CMSEnergys consolidated financial statements comprise CMSEnergy, Consumers, NorthStar Clean Energy, and all other entities in which CMSEnergy has a controlling financial interest or is the primary beneficiary. Consumers consolidated financial statements comprise Consumers and all other entities in which it has a controlling financial interest. CMSEnergy uses the equity method of accounting for investments in companies and partnerships that are not consolidated, where they have significant influence over operations and financial policies but are not the primary beneficiary. CMSEnergy and Consumers eliminate intercompany transactions and balances.Use of Estimates: CMSEnergy and Consumers are required to make estimates using assumptions that may affect reported amounts and disclosures. Actual results could differ from those estimates.Cash and Cash Equivalents and Restricted Cash and Cash Equivalents: Cash and cash equivalents include short-term, highly liquid investments with original maturities of threemonths or less. Restricted cash and cash equivalents are held primarily for the repayment of securitization bonds and funds held in escrow. These amounts are classified as current assets since they relate to payments that could or will occur within oneyear.Contingencies: CMSEnergy and Consumers record estimated loss contingencies on their consolidated financial statements when it is probable that a loss has been incurred and when the amount of loss can be reasonably estimated. For environmental remediation projects in which the timing of estimated expenditures is considered reliably determinable, CMSEnergy and Consumers record the liability at its net present value, using a discount rate equal to the interest rate on monetary assets that are essentially risk-free and have maturities comparable to that of the environmental liability. Unless regulatory accounting applies, CMSEnergy and Consumers expense legal fees as incurred; fees incurred but not yet billed are accrued based on estimates of work performed.Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs: Upon the issuance of long-term debt, CMSEnergy and Consumers defer issuance costs, discounts, and premiums and amortize those amounts over the terms of the associated debt. Debt issuance costs are presented as a direct deduction from the carrying amount of long-term debt on the balance sheet. Upon the refinancing of long-term debt, Consumers, as a regulated entity, defers any remaining unamortized issuance costs, discounts, and premiums associated with the refinanced debt and amortizes those amounts over the term of the newly issued debt. For the nonregulated portions of CMSEnergys business, any remaining unamortized issuance costs, discounts, and premiums associated with extinguished debt are charged to earnings.Derivative Instruments: In order to support ongoing operations, CMSEnergy and Consumers may enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal. These forward contracts are generally long-term in nature and result in physical delivery of the 109Table of Contentscommodity at a contracted price. Most of these contracts are not subject to derivative accounting for one or more of the following reasons:they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or Bcf of natural gas)they qualify for the normal purchases and sales exceptionthey cannot be net settled due in part to the absence of an active market for the commodityConsumers also uses FTRs to manage price risk related to electricity transmission congestion. An FTR is a financial instrument that entitles its holder to receive compensation or requires its holder to remit payment for congestion-related transmission charges. Consumers accounts for FTRs as derivatives and changes in the fair value of FTRs are deferred as regulatory assets or liabilities. For details regarding CMSEnergys and Consumers derivative instruments recorded at fair value, see Note6, Fair Value Measurements.Electricity Market Transactions: Wholesale electricity market operators require the submission of hourly day-ahead and real-time bids and offers for energy at locations across each region. CMSEnergy and Consumers account for such transactions on a net hourly basis in each of the real-time and day-ahead markets, netted across all locations in the energy market. CMSEnergy and Consumers record net hourly purchases in purchased and interchange power and net hourly sales in operating revenue on their consolidated statements of income. They record net billing adjustments upon receipt of settlement statements, record accruals for future net purchases and sales adjustments based on historical experience, and reconcile accruals to actual expenses and sales upon receipt of settlement statements.EPS: CMSEnergy calculates basic and diluted EPS using the weighted-average number of shares of common stock and dilutive potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted EPS, includes the effects of nonvested stock awards, forward equity sales, and convertible securities. CMSEnergy computes the effect on potential common stock using the treasury stock method. Potentially dilutive common shares issuable upon conversion of the convertible senior notes are determined using the if-converted method for calculating diluted EPS. Diluted EPS excludes the impact of antidilutive securities, which are those securities resulting in an increase in EPS or a decrease in loss per share. For EPS computations, see Note14, Earnings Per ShareCMSEnergy.Impairment of Long-lived Assets and Equity Method Investments: CMSEnergy and Consumers perform tests of impairment if certain triggering events occur that indicate the carrying amount of an asset may not be recoverable or that there has been a decline in value that may be other than temporary.CMSEnergy and Consumers evaluate long-lived assets held in use for impairment by calculating the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted future cash flows are less than the carrying amount, CMSEnergy and Consumers recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair value. CMSEnergy and Consumers estimate the fair value of the asset using quoted market prices, market prices of similar assets, or discounted future cash flow analyses.CMSEnergy also assesses equity method investments for impairment whenever there has been a decline in value that is other than temporary. This assessment requires CMSEnergy to determine the fair value of the equity method investment. CMSEnergy determines fair value using valuation methodologies, including discounted cash flows, and assesses the ability of the investee to sustain an earnings capacity that justifies the carrying amount of the investment. CMSEnergy records an impairment if the fair value is less than the carrying amount and the decline in value is considered to be other than temporary.110Table of ContentsInvestment Tax Credits: CMSEnergy and its subsidiaries use the flow-through method of accounting for investment tax credits. Under the flow-through method, the credit is recognized as a reduction to income tax expense when the related plant, property, and equipment is placed into service. For its regulated utility assets, Consumers amortizes its investment tax credits over the life of the related property in accordance with regulatory treatment. Inventory: CMSEnergy and Consumers use the weighted-average cost method for valuing working gas, recoverable base gas in underground storage facilities, and materials and supplies inventory. CMSEnergy and Consumers also use this method for valuing coal inventory, and they classify these amounts as generating plant fuel stock on their consolidated balance sheets.CMSEnergy and Consumers account for RECs and other environmental credits as inventory and use the weighted-average cost method to remove amounts from inventory. RECs and other environmental credits are used to satisfy compliance obligations related to the generation of power and in support of sustainability commitments. CMSEnergy and Consumers classify these amounts within other assets on their consolidated balance sheets.CMSEnergy and Consumers evaluate inventory for impairment as required to ensure that its carrying value does not exceed the lower of cost or net realizable value.Property Taxes: Property taxes are based on the taxable value of CMSEnergys and Consumers real and personal property assessed by local taxing authorities. CMSEnergy and Consumers record property tax expense over the fiscal year of the taxing authority for which the taxes are levied. The deferred property tax balance represents the amount of CMSEnergys and Consumers accrued property tax that will be recognized over future governmental fiscal periods. Other: For additional accounting policies, see:Note3, Regulatory MattersNote8, Plant, Property, and EquipmentNote9, LeasesNote10, Asset Retirement ObligationsNote11, Retirement BenefitsNote12, Stock-based CompensationNote13, Income TaxesNote14, Earnings Per ShareCMSEnergyNote15, RevenueNote19, Variable Interest Entities2:New Accounting StandardsImplementation of New Accounting StandardsASU202309, Incomes Taxes (Topic 740): Improvements to Income Tax Disclosures: This standard, which was effective on January1,2025 for CMSEnergy and Consumers, requires expanded annual disclosures of the income taxes, including a more detailed reconciliation of the effective tax rate and disaggregated information on federal and state income taxes. The standard also requires disclosure of significant reconciling items and qualitative information about state and local jurisdictions contributing to income tax expense. The adoption of the new standard did not impact CMSEnergys or Consumers liquidity, financial condition, or results of operations. The expanded disclosures required by this standard are included in Note13, Income Taxes.111Table of ContentsNew Accounting Standards Not Yet EffectiveASU2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses: This standard requires public companies to provide disaggregated information about certain expense categories presented on the income statement. The guidance calls for annual and interim disclosures that separate specified components, such as employee compensation, depreciation, and amortization, within relevant expense line items in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December15,2026, and interim periods beginning after December15,2027, with early adoption permitted. CMSEnergy and Consumers will adopt the guidance upon the effective date. The standard will not have an impact on CMSEnergys or Consumers consolidated net income, cash flows, or financial position.ASU2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software: This standard updates guidance for capitalizing costs related to internal-use software development. The amendments remove references to the previous project stage model and clarify the threshold for when capitalization should begin, focusing on whether completion of the project is probable. The amendments are effective for annual and interim reporting periods beginning after December15,2027. The guidance may be applied on a prospective, retrospective, or modified transition basis. Early adoption is permitted. CMSEnergy and Consumers are currently evaluating the new standard.3:Regulatory MattersRegulatory matters are critical to Consumers. The Michigan Attorney General, ABATE, the MPSCStaff, residential customer advocacy groups, environmental organizations, and certain other parties typically participate in MPSC proceedings concerning Consumers, such as Consumers rate cases and PSCR and GCR processes. Intervenors also participate in certain FERC matters, including FERCs regulation of certain wholesale rates that affect Consumers power supply costs. These parties often challenge various aspects of those proceedings, including the prudence of Consumers policies and practices, and seek cost disallowances and other relief. The parties also have appealed significant MPSC and FERC orders. Depending upon the specific issues, the outcomes of rate cases and proceedings, including judicial proceedings challenging MPSC and FERC orders or other actions, could negatively affect CMSEnergys and Consumers liquidity, financial condition, and results of operations. Consumers cannot predict the outcome of these proceedings.Regulatory Assets and LiabilitiesConsumers is subject to the actions of the MPSC and FERC and therefore prepares its consolidated financial statements in accordance with the provisions of regulatory accounting. A utility must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, Consumers records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by nonregulated businesses.112Table of ContentsPresented in the following table are the regulatory assets and liabilities on Consumers consolidated balance sheets: | | | In Millions | | | December31 | 2025 | 2024 | | | Regulatory assets | | | Current | | | Energy waste reduction plan incentive1 | $ | 66 | $ | 60 | | | Retention incentive program2 | 10 | 18 | | | 2022 PSCR underrecovery3 | | 126 | | | Other | 28 | 25 | | | Total current regulatory assets | $ | 104 | $ | 229 | | | Non-current | | | Costs of coal-fueled electric generating units to be retired3 | $ | 1,179 | $ | 1,266 | | | Postretirement benefits2 | 589 | 747 | | | Securitized costs3 | 549 | 666 | | | ARO4 | 379 | 366 | | | Decommissioning costs2 | 197 | 158 | | | Unamortized loss on reacquired debt3 | 89 | 92 | | | MGP sites3 | 82 | 90 | | | Energy waste reduction plan incentive1 | 64 | 64 | | | Ludington overhaul contract dispute2 | 60 | 31 | | | Service restoration cost deferral4 | 52 | | | | Energy waste reduction plan3 | 26 | 31 | | | Postretirement benefits expense deferral mechanism2 | 22 | 21 | | | Renewable Energy Plan3 | 7 | | | | Retention incentive program2 | 6 | 12 | | | Other | 54 | 25 | | | Total non-current regulatory assets | $ | 3,355 | $ | 3,569 | | | Total regulatory assets | $ | 3,459 | $ | 3,798 | | | Regulatory liabilities | | | Current | | | Income taxes, net | $ | 47 | $ | 53 | | | ASP gain | 28 | 47 | | | Other | 10 | 11 | | | Total current regulatory liabilities | $ | 85 | $ | 111 | | | Non-current | | | Cost of removal | $ | 2,727 | $ | 2,665 | | | Income taxes, net | 1,118 | 1,163 | | | Energy waste reduction plan | 68 | 41 | | | Green giving program | 41 | | | | Postretirement benefits expense deferral mechanism | 40 | 37 | | | Renewable energy grant | 38 | 40 | | | ASP gain | 19 | 46 | | | Renewable Energy Plan | | 51 | | | Other | 40 | 24 | | | Total non-current regulatory liabilities | $ | 4,091 | $ | 4,067 | | | Total regulatory liabilities | $ | 4,176 | $ | 4,178 | | 113Table of Contents1These regulatory assets have arisen from an alternative-revenue program and are not associated with incurred costs or capital investments. Therefore, the MPSC has provided for recovery without a return.2This regulatory asset is included in rate base, thereby providing a return.3The MPSC has provided a specific return on these regulatory assets.4These regulatory assets represent incurred costs for which the MPSC has provided recovery without a return on investment.Regulatory AssetsEnergy Waste Reduction Plan Incentive: The energy waste reduction incentive mechanism provides a financial incentive if the energy savings of Consumers customers exceed annual targets established by the MPSC. Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings exceed the annual targets established by the MPSC.In January2026, the MPSC approved a settlement agreement authorizing Consumers to collect $64million during 2026 as an incentive for exceeding its statutory savings targets in 2024. Consumers recognized incentive revenue under this program of $64million in 2024. Consumers also exceeded its statutory savings targets in 2025, achieved certain other goals, and will request the MPSCs approval to collect $64million in the energy waste reduction reconciliation to be filed in May2026. Consumers recognized incentive revenue under this program of $64million in 2025. Retention Incentive Program: To ensure necessary staffing at the D.E.Karn and J.H.Campbell coalfueled generating units through their retirement, Consumers established retention incentive programs. The MPSC has approved deferred accounting treatment for the retention and severance costs incurred under these programs and has allowed for recovery over threeyears. These MPSC-approved retention plans concluded in November2025. For additional details regarding retention incentive programs, see Note20, Exit Activities and Asset Sales.2022PSCR Underrecovery: As a result of rising fuel prices during 2022, Consumers power supply costs for 2022 were significantly higher than those projected in its 2022PSCR plan. At the end of 2022, Consumers had recorded $401million of under-recovered power supply costs. In 2023, the MPSC authorized Consumers to recover the 2022 underrecovery amount over threeyears, providing immediate relief to electric customers.Costs of Coal-fueled Electric Generating Units to be Retired: In 2022, the MPSC approved Consumers plans to retire the J.H.Campbell coal-fueled generating units in 2025. The MPSC authorized regulatory asset treatment for Consumers to recover the remaining book value of the units upon their retirement, as well as a 9.0percent return on equity, through 2040, the units original retirement date. Accordingly, in 2022, Consumers removed from total plant, property, and equipment an amount of $1.3billion, representing the projected remaining book value of the electric generating units upon their retirement, and recorded it as a noncurrent regulatory asset on its consolidated balance sheets. As discussed further below, the retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. Such orders authorize Consumers to obtain cost recovery at FERC; thus, Consumers has deferred the costs of complying with these orders as a regulatory asset. 114Table of ContentsPostretirement Benefits: As part of the ratemaking process, the MPSC allows Consumers to recover the costs of postretirement benefits. Accordingly, Consumers defers the net impact of actuarial losses and gains, prior service costs and credits, and settlements associated with postretirement benefits as a regulatory asset or liability. The asset or liability will decrease as the deferred items are amortized and recognized as components of net periodic benefit cost. For details about the amortization periods, see Note11, Retirement Benefits.Securitized Costs: The MPSC has issued securitization financing orders authorizing Consumers to issue securitization bonds in order to finance the recovery of the remaining book value of threesmaller natural gas-fueled electric generating units that Consumers retired in 2015, sevensmaller coal-fueled electric generating units that Consumers retired in 2016, and the D.E.Karn coal-fueled electric generating units that Consumers retired in 2023. Consumers has removed from plant, property, and equipment and recorded as a regulatory asset the book value of these units. Consumers is amortizing the regulatory asset over the life of the related securitization bonds, which it issued through subsidiaries in 2014 and 2023. For additional details regarding the securitization bonds, see Note5, Financings and CapitalizationSecuritization Bonds.ARO: The recovery of the underlying asset investments and related removal and monitoring costs of recorded AROs is approved by the MPSC in depreciation rate cases. Consumers records a regulatory asset and a regulatory liability for timing differences between the recognition of AROs for financial reporting purposes and the recovery of these costs from customers. The recovery period approximates the useful life of the assets to be removed.Decommissioning Costs: In Consumers electric depreciation and general rate cases, the MPSC has authorized Consumers to remove from depreciation rates the costs of decommissioning the D.E.Karn coal-fueled electric generating units, and instead defer those costs as a regulatory asset to be recovered through 2031. Additionally, ash disposal costs related to Consumers retired coal-fueled generating units may be deferred as a regulatory asset and collected over a tenyear period. In its 2022order approving Consumers integrated resource plan, the MPSC authorized similar treatment for the decommissioning and ash disposal costs associated with the J.H.Campbell coal-fueled generating units that were planned for retirement in 2025.Unamortized Loss on Reacquired Debt: Under regulatory accounting, any unamortized discount, premium, or expense related to debt redeemed with the proceeds of new debt is deferred and amortized over the life of the new debt.MGP Sites: Consumers is incurring environmental remediation and other response activity costs at 23former MGP facilities. The MPSC allows Consumers to recover from its natural gas customers over a tenyear period the costs incurred to remediate the MGP sites. For additional information, see Note4, Contingencies and CommitmentsConsumers Gas Utility Contingencies. Ludington Overhaul Contract Dispute: The MPSC has authorized Consumers to defer as a regulatory asset costs associated with correcting incomplete, nonconforming, and defective work performed by TAES during a major overhaul and upgrade of Ludington. Consumers will defer such costs while postverdict proceedings and any appeals in the litigation with TAES and Toshiba continue; such costs will be offset, in part or in whole, by future litigation proceeds received from TAES or Toshiba. Consumers has also deferred replacement power costs due to outages resulting from correcting this work. Consumers will have the opportunity to seek appropriate recovery and ratemaking treatment for amounts recorded as a regulatory asset following resolution of the litigation. During 2025, cash expenditures associated with the Ludington overhaul contract dispute were $30million. For additional details on the contract dispute, see Note4, Contingencies and CommitmentsConsumers Electric Utility Contingencies.115Table of ContentsService Restoration Cost Deferral: As a result of catastrophic storms in Consumers electric service territory, Consumers incurred significant service restoration costs during March and April2025. In April2025, Consumers filed with the MPSC an ex parte application requesting approval to defer, as a regulatory asset, operating and maintenance expenses associated with the storms. In June2025, the MPSC approved the application, authorizing the deferral of these expenses for accounting purposes. Recovery of this regulatory asset will be requested in a future case.Energy Waste Reduction Plan: Michigan law requires electric and gas utilities to implement programs that reduce energy consumption through energy efficiency and demand-side energy conservation. Utilities may recover the cost of achieving specified reductions in customers electricity and gas use through surcharges. The amount of spending incurred in excess of surcharges collected is recorded as a regulatory asset and amortized as surcharges are collected from customers over the plan period. The amount of surcharges collected in excess of spending incurred is recorded as a regulatory liability and amortized as costs are incurred.Postretirement Benefits Expense Deferral Mechanism: In Consumers general rate cases, the MPSC approved a mechanism allowing Consumers to defer for future recovery or refund pension and OPEB expenses above or below the amounts used to set existing rates. Amounts deferred will be collected from or refunded to customers over tenyears. Renewable Energy Plan: Under Michigan law, renewable energy standards specify how much electricity must come from renewable sources and which technologies, such as wind, solar, and certain biomass, qualify. Utilities may recover compliance costs, including renewable power purchases (and related financial mechanisms), depreciation, property taxes, interest, and other operating and maintenance expenses for company-owned renewable assets, along with a return on those assets. The MPSC allows Consumers to transfer and collect a portion of these costs through its PSCR process. Incremental costs may be collected through surcharges. If spending exceeds amounts collected, the difference is recorded as a regulatory asset and amortized as recovered from customers; this excludes amounts related to return on equity. If collections exceed spending, the excess is recorded as a regulatory liability and amortized as future costs are incurred for operating renewable facilities and purchasing RECs under renewable energy agreements. Regulatory LiabilitiesIncome Taxes, Net: Consumers records regulatory assets and liabilities to reflect the difference between deferred income taxes recognized for financial reporting purposes and amounts previously reflected in Consumers rates. This net balance will decrease over the remaining life of the related temporary differences and flow through income tax expense. The majority of the net regulatory liability recorded related to income taxes is associated with plant assets that are subject to normalization, which is governed by the Internal Revenue Code, and will be returned to customers over the remaining book life of the related plant assets. For additional details on deferred income taxes, see Note13, Income Taxes. ASP Gain: In April2024, Consumers sold its unregulated ASP business to a non-affiliated company, resulting in a $110million gain. In July2024, the MPSC approved the utilization of $27.5million, or onefourth, of the gain on the sale as an offset to the revenue deficiency in lieu of additional rate relief during the 12month period beginning October1,2024, with the remaining three-fourths of the gain, or $82.5million, to be credited to customers as a bill credit over a three-year period beginning October1,2024. Cost of Removal: The MPSC allows Consumers to collect amounts from customers to fund future asset removal activities. This regulatory liability is reduced as costs are incurred to remove the assets at the end of their useful lives.116Table of ContentsGreen Giving Program: In conjunction with Consumers voluntary green pricing program, the MPSC has directed Consumers to use surplus program funds to support renewable-energy participation by lowincome customers.Renewable Energy Grant: In 2013, Consumers received a $69million renewable energy grant for Lake WindsEnergy Park, which began operations in 2012. This grant reduces Consumers cost of complying with Michigans renewable portfolio standard and, accordingly, reduces the overall renewable energy surcharge to be collected from customers. The regulatory liability recorded for the grant will be amortized over the life of Lake WindsEnergy Park. Consumers presents the amortization as a reduction to maintenance and other operating expenses on its consolidated statements of income. Consumers Electric Utility2024Electric Rate Case: In May2024, Consumers filed an application with the MPSC seeking a rate increase of $325million, made up of two components. First, Consumers requested a $303million annual rate increase, based on a 10.25percent authorized return on equity for the projected 12month period ending February28,2026. The filing requested authority to recover costs related to new infrastructure investment primarily in distribution system reliability and cleaner energy resources. Second, Consumers requested approval of a $22million surcharge for the recovery of distribution investments made in 2023 that exceeded the rates authorized in accordance with previous electric rate orders. In October2024, Consumers revised its requested increase to $277million, primarily to reflect the removal of projected capital investments associated with certain solar facilities that Consumers incorporated into its amended Renewable Energy Plan. In March2025, the MPSC issued an order authorizing an annual rate increase of $176million, which is inclusive of a $22million surcharge for the recovery of distribution investments made in 2023 that exceeded the rate amounts authorized in accordance with previous electric rate orders. The approved rate increase is based on a 9.90percent authorized return on equity. The new rates became effective in April2025J.H.Campbell Emergency Order: In May2025, before the planned closure of J.H.Campbell, the U.S.Secretary of Energy issued an emergency order under section202(c) of the Federal Power Act requiring J.H.Campbell to continue operating for 90days, through August20,2025. Subsequently, the U.S.Secretary of Energy issued two additional emergency orders for 90days each, ultimately requiring continued operation of J.H.Campbell through February17,2026. These orders stated that continued operation of J.H.Campbell was required to meet an energy emergency across MISOs North and Central regions. Consistent with the Federal Power Act and DOE regulations, the orders authorize Consumers to obtain cost recovery at FERC. As directed, Consumers has continued to make J.H.Campbell available in the MISO market and, in June2025, filed a complaint at FERC seeking a modification of the MISOTariff that would enable Consumers to recover the costs of complying with the emergency orders. Consumers complaint sought a mechanism in the MISOTariff that would allow allocation of those compliance costs across the MISO North and Central regions, consistent with the nature of the energy emergency declared in the U.S.Secretary of Energy orders. In August2025, FERC granted Consumers complaint and ordered MISO to revise its tariff accordingly. MISO submitted a compliance filing with FERC in September2025, and FERC approval of the compliance filing remains pending.In January2026, Consumers filed a request at FERC seeking recovery of the net financial impact of complying with the May2025 emergency order, which was $42million after applying MISO revenues of $78million. This filing encompasses recovery sought by the joint owners of J.H.Campbell.117Table of ContentsFor the second emergency order period through December31,2025, the net financial impact of compliance was $93million after applying MISO revenues of $77million. Consumers will seek recovery of these compliance costs at a later date, consistent with rate recovery sought for the May2025 emergency order. The ultimate financial impact remains subject to the outcome of the FERC proceeding and any future guidance or interpretation.Consumers Gas Utility2024Gas Rate Case: In December2024, Consumers filed an application with the MPSC seeking an annual rate increase of $248million based on a 10.25percent authorized return on equity for the projected 12month period ending October31,2026. In July2025, Consumers revised its requested increase to $217million. In September2025, the MPSC issued an order authorizing an annual rate increase of $157.5million, based on a 9.80percent authorized return on equity. The new rates became effective in November2025. PSCR and GCRThe PSCR and GCR ratemaking processes are designed to allow Consumers to recover all of its power supply and purchased natural gas costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its PSCR and GCR billing charges monthly, subject to ceiling factor limitations, in order to minimize the underrecovery or overrecovery amount in the annual reconciliations. Underrecoveries represent power supply and purchased natural gas costs that will be recovered from customers; overrecoveries represent previously collected revenues that will be refunded to customers.Presented in the following table are the liabilities for PSCR and GCR underrecoveries and overrecoveries reflected on Consumers consolidated balance sheets: | | | In Millions | | | December31 | 2025 | 2024 | | | Assets | | | PSCR underrecoveries | $ | 38 | $ | | | | | | Accounts receivable and accrued revenue | $ | 38 | $ | | | | Liabilities | | | PSCR overrecoveries | $ | | $ | 13 | | | GCR overrecoveries | 28 | 25 | | | Accrued rate refunds | $ | 28 | $ | 38 | | 118Table of Contents4:Contingencies and CommitmentsCMSEnergy and Consumers are involved in various matters that give rise to contingent liabilities. Depending on the specific issues, the resolution of these contingencies could negatively affect CMSEnergys and Consumers liquidity, financial condition, and results of operations. In their disclosures of these matters, CMSEnergy and Consumers provide an estimate of the possible loss or range of loss when such an estimate can be made. Disclosures stating that CMSEnergy or Consumers cannot predict the outcome of a matter indicate that they are unable to estimate a possible loss or range of loss for the matter.CMSEnergy ContingenciesCMSLand retained environmental remediation obligations for the collection and treatment of leachate at Bay Harbor after selling its interests in the development in 2002. Leachate is produced when water enters into cement kiln dust piles left over from former cement plant operations at the site. In 2012, CMSLand and EGLE finalized an agreement establishing the final remedies and the future water quality criteria at the site. CMSLand completed all construction necessary to implement the remedies required by the agreement and will continue to maintain and operate a system to discharge treated leachate into Little Traverse Bay under an NPDES permit, which was valid through 2025. CMSLand submitted a renewal request in March2025, and will continue to operate under the existing permit until a renewal is issued.At December31,2025, CMSEnergy had a recorded liability of $48million for its remaining obligations for environmental remediation. CMSEnergy calculated this liability based on discounted projected costs, using a discount rate of 4.34percent and an inflation rate of 1percent on annual operating and maintenance costs. The undiscounted amount of the remaining obligation is $62million. CMSEnergy expects to pay the following amounts for long-term leachate disposal and operating and maintenance costs in each of the next fiveyears: | | | In Millions | | | 2026 | 2027 | 2028 | 2029 | 2030 | | | | | Long-term leachate disposal and operating and maintenance costs | $ | 4 | $ | 4 | $ | 4 | $ | 4 | $ | 4 | | CMSEnergys estimate of response activity costs and the timing of expenditures could change if there are changes in circumstances or assumptions used in calculating the liability. Although a liability for its present estimate of remaining response activity costs has been recorded, CMSEnergy cannot predict the ultimate financial impact or outcome of this matter.Consumers Electric Utility ContingenciesElectric Environmental Matters: Consumers operations are subject to environmental laws and regulations. Historically, Consumers has generally been able to recover, in customer rates, the costs to operate its facilities in compliance with these laws and regulations.Cleanup and Solid Waste: Consumers expects to incur remediation and other response activity costs at a number of sites under NREPA. Consumers believes that these costs should be recoverable in rates, but cannot guarantee that outcome. Consumers estimates its liability for NREPA sites for which it can estimate a range of loss to be between $2million and $3million. At December31,2025, Consumers had a recorded liability of $2million, the minimum amount in the range of its estimated probable NREPA liability, as no amount in the range was considered a better estimate than any other amount.119Table of ContentsConsumers is a potentially responsible party at a number of contaminated sites administered under CERCLA. CERCLA liability is joint and several. In 2010, Consumers received official notification from the EPA that identified Consumers as a potentially responsible party for cleanup of PCBs at the Kalamazoo River CERCLA site. The notification claimed that the EPA had reason to believe that Consumers disposed of PCBs and arranged for the disposal and treatment of PCB-containing materials at portions of the site. In 2011, Consumers received a follow-up letter from the EPA requesting that Consumers agree to participate in a removal action plan along with several other companies for an area of lower Portage Creek, which is connected to the Kalamazoo River. All parties asked to participate in the removal action plan, including Consumers, declined to accept liability. Until further information is received from the EPA, Consumers is unable to estimate a range of potential liability for cleanup of the river.Based on its experience, Consumers estimates its share of the total liability for known CERCLA sites to be between $3million and $8million. Various factors, including the number and creditworthiness of potentially responsible parties involved with each site, affect Consumers share of the total liability. At December31,2025, Consumers had a recorded liability of $3million for its share of the total liability at these sites, the minimum amount in the range of its estimated probable CERCLA liability, as no amount in the range was considered a better estimate than any other amount.The timing of payments related to Consumers remediation and other response activities at its CERCLA and NREPA sites is uncertain. Consumers periodically reviews these cost estimates. A change in the underlying assumptions, such as an increase in the number of sites, different remediation techniques, the nature and extent of contamination, and legal and regulatory requirements, could affect its estimates of NREPA and CERCLA liability.Ludington Overhaul Contract Dispute: Consumers and DTEElectric, co-owners of Ludington, entered into a 2010engineering, procurement, and construction agreement with Toshiba International, under which Toshiba International contracted to perform a major overhaul and upgrade of Ludington. Toshiba International later assigned the contract and all of its obligations to TAES. TAES work under the contract was incomplete, defective, and nonconforming. Consumers and DTEElectric repeatedly documented TAES failure to perform under the contract and demanded that TAES provide a comprehensive plan to resolve those matters, including adherence to its warranty commitments and other contractual obligations. Consumers and DTEElectric engaged in extensive efforts to resolve these issues with TAES, including a formal demand to TAES parent, Toshiba, under a parent guaranty it provided. TAES did not provide a comprehensive plan or otherwise meet its performance obligations. As a result of TAES defaults, Consumers and DTEElectric terminated the contract. In order to enforce their rights under the contract and parent guaranty, and to pursue appropriate damages, Consumers and DTEElectric filed a complaint against TAES and Toshiba in the U.S.District Court for the Eastern District of Michigan in 2022. TAES and Toshiba filed a motion to dismiss the complaint, along with an answer and counterclaims seeking approximately $15million in damages related to payments allegedly owed under the parties contract. The court denied the motion to dismiss filed by TAES and Toshiba. The case against TAES went to trial before a jury and, in December2025, the jury rendered a verdict in Consumers and DTEElectrics favor. The jury found that TAES breached the parties contract and awarded damages of $383million. The parties separately stipulated to $11million in additional liquidated damages for late performance by TAES. These amounts are subject to pre- and post-judgment interest. In addition, the jury rejected TAES counterclaim, determining that Consumers and DTEElectric did not breach the contract. The parent guaranty provided by Toshiba allows Consumers and DTEElectric to recover legal costs in addition to damages. The parties are still engaged in post-verdict proceedings at the District Court and the jury verdict may be appealed; these processes could take twoyears or more to 120Table of Contentsconclude with finality. The jury verdict was a favorable outcome for Consumers but an unfavorable outcome in these additional proceedings could have a material adverse effect on CMSEnergys and Consumers financial condition, results of operations, or liquidity. Consumers and DTEElectric must still also resolve their claim against Toshiba under the parent guaranty, which is still pending but which was bifurcated by the Court from the claims against TAES. Previously, Toshiba announced that TBJH became the majority shareholder and new parent company of Toshiba through a common stock purchase. TBJH is a subsidiary of a Japanese private equity firm. Consumers and DTEElectric do not believe that this affects their rights under the parent guaranty provided by Toshiba. With MPSC approval, Consumers and DTEElectric were authorized to defer as a regulatory asset the costs associated with repairing or replacing the defective work performed by TAES while the litigation with TAES and Toshiba remains pending. Consumers currently estimates that its share of repair, replacement, and other damages resulting from TAES defective work is approximately $350million, which is expected to be offset in part or entirely by future litigation proceeds received from TAES or Toshiba. Consumers and DTEElectric will have the opportunity to seek appropriate recovery and ratemaking treatment for amounts recorded as a regulatory asset following resolution of the litigation, including any amounts not recovered from TAES or Toshiba. Consumers cannot predict the financial impact or outcome of such proceedings.Consumers Gas Utility ContingenciesConsumers expects to incur remediation and other response activity costs at a number of sites under NREPA. These sites include 23former MGP facilities. Consumers operated the facilities on these sites for some part of their operating lives. For some of these sites, Consumers has no present ownership interest or may own only a portion of the original site.At December31,2025, Consumers had a recorded liability of $59million for its remaining obligations for these sites. Consumers expects to pay the following amounts for remediation and other response activity costs in each of the next fiveyears: | | | In Millions | | | 2026 | 2027 | 2028 | 2029 | 2030 | | | | | Remediation and other response activity costs | $ | 3 | $ | 8 | $ | 25 | $ | 11 | $ | 3 | | Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, changes in remediation techniques, or legal and regulatory requirements, could affect Consumers estimates of annual response activity costs and the MGP liability.Pursuant to orders issued by the MPSC, Consumers defers its MGP-related remediation costs and recovers them from its customers over a tenyear period. At December31,2025, Consumers had a regulatory asset of $82million related to the MGP sites.121Table of ContentsGuaranteesPresented in the following table are CMSEnergys and Consumers guarantees at December31,2025: | | | In Millions | | | Guarantee Description | Issue Date | Expiration Date | Maximum Obligation | Carrying Amount | | | CMSEnergy, including Consumers | | | Indemnity obligations from sale of membership interests in VIEs1 | various | various | $ | 230 | $ | | | | Indemnity obligations from stock and asset sale agreements2 | various | indefinite | 152 | | | | Guarantee3 | 2011 | indefinite | 30 | | | | Consumers | | | Guarantee3 | 2011 | indefinite | $ | 30 | $ | | | 1These obligations arose from the sale of membership interests in Aviator Wind, BGSolar Holdings, Newport Solar Holdings, and NWOHoldco to tax equity investors. NorthStar Clean Energy provided certain indemnity obligations that protect the tax equity investors against losses incurred as a result of breaches of representations and warranties under the associated limited liability company agreements. These obligations are generally capped at an amount equal to the tax equity investors capital contributions plus a specified return, less any distributions and tax benefits it receives, in connection with its membership interest. For any indemnity obligations related to Aviator Wind, NorthStar Clean Energy would recover 49percent of any amounts paid to the tax equity investor from the other owner of Aviator Wind Equity Holdings. Additionally, Aviator Wind holds insurance coverage that would partially protect against losses incurred as a result of certain failures to qualify for production tax credits. For further details on NorthStar Clean Energys ownership interest in these entities, see Note19, Variable Interest Entities.2These obligations arose from stock and asset sale agreements under which CMSEnergy or a subsidiary of CMSEnergy indemnified the purchaser for losses resulting from various matters, including claims related to taxes. The maximum obligation amount is mostly related to an Equatorial Guinea tax claim. 3This obligation comprises a guarantee provided by Consumers to the DOE in connection with a settlement agreement regarding damages resulting from the departments failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers.Additionally, in the normal course of business, CMSEnergy, Consumers, and certain other subsidiaries of CMSEnergy have entered into various agreements containing tax and other indemnity provisions for which they are unable to estimate the maximum potential obligation. CMSEnergy and Consumers consider the likelihood that they would be required to perform or incur substantial losses related to these indemnities and those disclosed in the table to be remote.Other ContingenciesIn addition to the matters disclosed in this Note and Note3, Regulatory Matters, there are certain other lawsuits and administrative proceedings before various courts and governmental agencies, as well as unasserted claims that may result in such proceedings, arising in the ordinary course of business to which CMSEnergy, Consumers, and certain other subsidiaries of CMSEnergy are parties. These other lawsuits, proceedings, and unasserted claims may involve personal injury, property damage, contracts, environmental matters, federal and state taxes, rates, licensing, employment, and other matters. Certain of these matters, while potentially substantial, are covered by insurance and the insurer or insurers are involved in the relevant proceedings. Further, CMSEnergy and Consumers occasionally self-report 122Table of Contentscertain regulatory noncompliance matters that may or may not eventually result in administrative proceedings. CMSEnergy and Consumers believe that the outcome of any one of these proceedings and potential claims will not have a material negative effect on their consolidated results of operations, financial condition, or liquidity.Contractual CommitmentsPurchase Obligations: Purchase obligations arise from long-term contracts for the purchase of commodities and related services, primarily long-term PPAs, and construction and service agreements. Related-party PPAs are between Consumers and certain affiliates of NorthStar Clean Energy. Presented in the following table are CMSEnergys and Consumers contractual purchase obligations at December31,2025 for each of the periods shown: | | | In Millions | | | Payments Due | | | Total | 2026 | 2027 | 2028 | 2029 | 2030 | Beyond 2030 | | | CMSEnergy, including Consumers | | | Total PPAs | $ | 16,983 | $ | 873 | $ | 904 | $ | 930 | $ | 942 | $ | 1,011 | $ | 12,323 | | | Other | 3,582 | 1,511 | 762 | 468 | 391 | 303 | 147 | | | Total purchase obligations | 20,565 | 2,384 | 1,666 | 1,398 | 1,333 | 1,314 | 12,470 | | | Consumers | | | PPAs | | | MCV PPA | $ | 5,539 | $ | 339 | $ | 312 | $ | 316 | $ | 308 | $ | 395 | $ | 3,869 | | | Related-party PPAs | 62 | 32 | 30 | | | | | | | Other PPAs | 11,382 | 502 | 562 | 614 | 634 | 616 | 8,454 | | | Total PPAs | $ | 16,983 | $ | 873 | $ | 904 | $ | 930 | $ | 942 | $ | 1,011 | $ | 12,323 | | | Other | 2,700 | 1,185 | 599 | 363 | 266 | 232 | 55 | | | Total purchase obligations | 19,683 | 2,058 | 1,503 | 1,293 | 1,208 | 1,243 | 12,378 | | MCVPPA: Consumers has a PPA with the MCVPartnership giving Consumers the right to purchase up to 1,240MW of capacity and energy produced by the MCVFacility through May2030. The MCVPPA provides for:a capacity charge of $10.14perMWh of available capacity through March2025 and $5.00perMWh of available capacity from March2025 through the termination date of the PPAa fixed energy charge of $6.30perMWh for on-peak hours and $6.00 for off-peak hoursa variable energy charge based on the MCVPartnerships cost of production for energy delivered to Consumersa $5million annual contribution by the MCVPartnership to a renewable resources program through March2025Capacity and energy charges under the MCVPPA were $360million in 2025, $358million in 2024, and $340million in 2023.In September2025, Consumers entered into a new tenyear PPA with the MCVPartnership for the purchase of up to 1,240MW of capacity and associated energy from the MCVFacility, effective June1,2030. Under the terms of the new agreement, Consumers will pay a monthly capacity charge of $5.00perMWh of available capacity. Energy payments include a fixed component designed to recover non-fuel operating costs and a variable component based on the MCVPartnerships cost of production for 123Table of Contentsenergy delivered to Consumers. The agreement, which is subject to MPSC approval, supports Consumers ongoing resource adequacy and energy supply planning efforts.Other PPAs: Consumers has PPAs expiring through 2060 with various counterparties. The majority of the PPAs have capacity and energy charges for delivered energy. Capacity and energy charges under these PPAs were $603million in 2025, $565million in 2024, and $498million in 2023. In addition, CMSEnergy and Consumers account for several of their PPAs as leases. See Note9, Leases for more information about CMSEnergys and Consumers lease obligations.124Table of Contents5:Financings and CapitalizationPresented in the following table is CMSEnergys long-term debt at December31: | | | In Millions, Except Interest Rate and Maturity | | | Interest Rate(%) | Maturity | 2025 | 2024 | | | CMSEnergy, including Consumers | | | CMSEnergy, parent only | | | Senior notes | 3.600 | 2025 | $ | | $ | 250 | | | 3.000 | 2026 | 300 | 300 | | | 2.950 | 2027 | 275 | 275 | | | 3.450 | 2027 | 350 | 350 | | | 4.700 | 2043 | 250 | 250 | | | 4.875 | 2044 | 300 | 300 | | | $ | 1,475 | $ | 1,725 | | | Convertible senior notes1 | 3.375 | 2 | 2028 | $ | 800 | $ | 800 | | | 3.125 | 3 | 2031 | 1,000 | | | | $ | 1,800 | $ | 800 | | | Junior subordinated notes4 | 4.750 | 5 | 2050 | $ | 500 | $ | 500 | | | 3.750 | 6 | 2050 | 400 | 400 | | | 6.500 | 7 | 2055 | 1,000 | | | | 5.625 | 2078 | 200 | 200 | | | 5.875 | 2078 | 280 | 280 | | | 5.875 | 2079 | 630 | 630 | | | $ | 3,010 | $ | 2,010 | | | Term loan facilities | variable | 2025 | $ | | $ | 90 | | | variable | 2025 | | 400 | | | $ | | $ | 490 | | | Total CMSEnergy, parent only | $ | 6,285 | $ | 5,025 | | | CMSEnergy subsidiaries | | | Consumers | $ | 12,196 | $ | 11,370 | | | NorthStar Clean Energy | | | | | | | Revolving credit facility | variable | 8 | 2028 | 235 | 150 | | | Construction financing agreement9 | variable | Five years after conversion date | 223 | | | | Total principal amount outstanding | $ | 18,939 | $ | 16,545 | | | Current amounts | (950) | (1,192) | | | Unamortized discounts | (28) | (29) | | | Unamortized issuance costs | (154) | (130) | | | Total CMSEnergy long-term debt | $ | 17,807 | $ | 15,194 | | 1Holders of the convertible senior notes may convert their notes at their option in accordance with the conditions outlined in the related indentures. CMSEnergy 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 125Table of Contentsantidilutive events and fundamental change and redemption provisions as described in the related indentures. There are no sinking fund requirements for the notes. 2At December31,2025, the conversion price for the notes was $73.61per share of common stock. Unamortized debt costs associated with this issuance were $6million at December31,2025 and $9million at December31,2024.3At December31,2025, the conversion price for the notes was $90.61per share of common stock. Unamortized debt costs associated with this issuance were $12million at December31,2025.4These unsecured obligations rank subordinate and junior in right of payment to all of CMSEnergys existing and future senior indebtedness.5On June1,2030, and every fiveyears thereafter, the notes will reset to an interest rate equal to the fiveyear treasury rate plus 4.116percent.6On December1,2030, and every fiveyears thereafter, the notes will reset to an interest rate equal to the fiveyear treasury rate plus 2.900percent.7On June1,2035, and every fiveyears thereafter, the notes will reset to an interest rate equal to the fiveyear treasury rate plus 1.961percent.8Loans under this facility have an interest rate of one-month Term SOFR plus 1.750percent less an adjustment of 0.050percent for green credit advances. At December31,2025, the weighted-average interest rate for the loans issued under this facility was 5.436percent.9Loans under this facility have an interest rate of one-month Term SOFR plus 2.250percent. At December31,2025, the weighted-average interest rate for the loans issued under this facility was 6.476percent. At completion of project construction, scheduled for the firsthalf of 2026, a portion of this financing will convert into a term loan that will mature fiveyears after the conversion date.126Table of ContentsPresented in the following table is Consumers long-term debt at December31: | | | In Millions, Except Interest Rate and Maturity | | | Interest Rate(%) | Maturity | 2025 | 2024 | | | Consumers | | | First mortgage bonds | 5.240 | 2026 | $ | 115 | $ | 115 | | | 3.680 | 2027 | 100 | 100 | | | 3.390 | 2027 | 35 | 35 | | | 4.650 | 2028 | 425 | 425 | | | 3.800 | 2028 | 300 | 300 | | | 4.900 | 2029 | 500 | 500 | | | 5.070 | 2029 | 50 | 50 | | | 4.600 | 2029 | 600 | 600 | | | 4.700 | 2030 | 700 | 700 | | | 4.500 | 2031 | 500 | | | | 5.170 | 2032 | 95 | 95 | | | 3.600 | 2032 | 350 | 350 | | | 3.180 | 2032 | 100 | 100 | | | 4.625 | 2033 | 700 | 700 | | | 5.050 | 2035 | 625 | | | | 5.800 | 2035 | 175 | 175 | | | 5.380 | 2037 | 140 | 140 | | | 3.520 | 2037 | 335 | 335 | | | 4.010 | 2038 | 215 | 215 | | | 6.170 | 2040 | 50 | 50 | | | 4.970 | 2040 | 50 | 50 | | | 4.310 | 2042 | 263 | 263 | | | 3.950 | 2043 | 425 | 425 | | | 4.100 | 2045 | 250 | 250 | | | 3.250 | 2046 | 450 | 450 | | | 3.950 | 2047 | 350 | 350 | | | 4.050 | 2048 | 550 | 550 | | | 4.350 | 2049 | 550 | 550 | | | 3.750 | 2050 | 300 | 300 | | | 3.100 | 2050 | 550 | 550 | | | 3.500 | 2051 | 575 | 575 | | | 2.650 | 2052 | 300 | 300 | | | 4.200 | 2052 | 450 | 450 | | | 3.860 | 2052 | 50 | 50 | | | 4.280 | 2057 | 185 | 185 | | | 2.500 | 2060 | 525 | 525 | | | 4.350 | 2064 | 250 | 250 | | | variable | 1 | 2069 | 76 | 76 | | | variable | 1 | 2070 | 134 | 134 | | | variable | 1 | 2070 | 127 | 127 | | | | | | | | | | | $ | 12,520 | $ | 11,395 | | | | | | 127Table of Contents | | | In Millions, Except Interest Rate and Maturity | | | Interest Rate(%) | Maturity | 2025 | 2024 | | | Tax-exempt revenue bonds | 0.875 | 2 | 2035 | $ | 35 | $ | 35 | | | 3.350 | 3 | 2049 | 75 | 75 | | | $ | 110 | $ | 110 | | | 2014 Securitization bonds | 3.528 | 4 | 2029 | 5 | $ | 81 | $ | 112 | | | | | 2023 Securitization bonds | 5.281 | 6 | 2028-2031 | 5 | 504 | 588 | | | $ | 585 | $ | 700 | | | Total principal amount outstanding | $ | 13,215 | $ | 12,205 | | | Current amounts | (573) | (452) | | | Long-term debt related parties7 principal amount outstanding | 2043-2060 | (1,019) | (835) | | | Unamortized discounts | (26) | (27) | | | Unamortized issuance costs | (73) | (73) | | | Total long-term debt | $ | 11,524 | $ | 10,818 | | 1The variable-rate bonds bear interest quarterly at a rate of threemonth SOFR minus 0.038percent, subject to a zeropercent floor. At December31,2025, the interest rates were 3.685percent for bonds due September2069, 3.851percent for bonds due May2070, and 3.897percent for bonds due October2070. The interest rate for the variable-rate bonds at December31,2024 were 4.320percent, 4.483percent, and 4.551percent, 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 oneyear of December31,2025. 2The interest rate on these tax-exempt revenue bonds will reset on October8,2026.3The interest rate on these taxexempt revenue bonds will reset on October1,2027. 4The weighted-average interest rate for Consumers securitization bonds issued through its subsidiary, Consumers 2014Securitization Funding, was 3.528percent at December31,2025 and 2024.5Principal and interest payments are made semiannually.6The weighted-average interest rate for Consumers securitization bonds issued through its subsidiary, Consumers 2023Securitization Funding, was 5.281percent at December31,2025 and 5.322percent at December31,2024.7Long-term debt related parties reflects Consumers outstanding debt held by its parent as a result of CMSEnergys repurchase of Consumers firstmortgage bonds. Unamortized discounts associated with the repurchase of Consumers first mortgage bonds were $5million at December31,2025 and 2024. Unamortized issuance costs were $9million at December31,2025 and $7million at December31,2024.128Table of ContentsFinancings: Presented in the following table is a summary of major long-term debt issuances during 2025: | | | Principal(In Millions) | Interest Rate (%) | Issuance Date | Maturity Date | | | CMSEnergy, parent only | | | Junior subordinated notes | $ | 1,000 | 6.500 | February 2025 | June 2055 | | | Term loan credit agreement | 110 | variable | February 2025 | December 2025 | | | Convertible senior notes | 1,000 | 3.125 | November 2025 | May 2031 | | | Total CMSEnergy, parent only | $ | 2,110 | | | NorthStar Clean Energy | | | Construction financing agreement | $ | 223 | variable | February 2025 | Five years after conversion date | | | | | | | Total NorthStar Clean Energy | $ | 223 | | | Consumers | | | First mortgage bonds | $ | 500 | 4.500 | May 2025 | January 2031 | | | First mortgage bonds | 625 | 5.050 | May 2025 | May 2035 | | | | | | | | | | | | | | | | | | | Total Consumers | $ | 1,125 | | | Total CMSEnergy | $ | 3,458 | | Retirements: Presented in the following table is a summary of major long-term debt retirements during 2025: | | | Principal(In Millions) | Interest Rate (%) | Retirement Date | Maturity Date | | | CMSEnergy, parent only | | | Term loan credit agreement | $ | 400 | variable | February 2025 | September 2025 | | | Term loan credit agreement | 200 | variable | February 2025 | December 2025 | | | Senior notes | 250 | 3.600 | November 2025 | November 2025 | | | Total CMSEnergy, parent only | $ | 850 | | | | | | | | | | | Total CMSEnergy | $ | 850 | | CMSEnergys Purchase of Consumers First Mortgage Bonds: CMSEnergy purchased Consumers first mortgage bonds with a principal balance of $184million during 2025 in exchange for cash of $109million. On a consolidated basis, CMSEnergys repurchase of Consumers first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $72million during 2025, which was recorded in other income on CMSEnergys consolidated statements of income. Interest expense related to the repurchased bonds was $28million for the year ended December31,2025, which was recorded in interest expense related parties on Consumers consolidated statements of income.In 2024, CMSEnergy purchased Consumers first mortgage bonds with a principal balance of $404million in exchange for cash of $289million. On a consolidated basis, CMSEnergys repurchase of Consumers first mortgage bonds resulted in a pre-tax gain of $110million for the year ended December31,2024. Interest expense related to the repurchased bonds was $19million for the year ended December31,2024.In 2023, CMSEnergy purchased Consumers first mortgage bonds with a principal balance of $431million in exchange for cash of $293million. On a consolidated basis, CMSEnergys repurchase of Consumers first mortgage bonds resulted in a pre-tax gain of $131million for the year ended 129Table of ContentsDecember31,2023. Interest expense related to the repurchased bonds was $5million for the year ended December31,2023.Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERCs competitive bidding and negotiated placement requirements. Its short-term authorization ends on May2,2026. In January2026, Consumers filed an application with FERC for authority to issue long-term and short-term debt securities between May1,2026 and April30,2028.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 twotimes interest coverage ratio and having sufficient unfunded net property additions.Securitization Bonds: Certain regulatory assets held by Consumers subsidiaries, Consumers 2014Securitization Funding and Consumers 2023Securitization Funding, collateralize Consumers securitization bonds. Consumers 2014Securitization Funding and Consumers 2023Securitization Funding are distinct subsidiaries. The bondholders of each entity have no recourse to the others 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 subsidiarys 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 December31,2025, the aggregate annual maturities for long-term debt for the next fiveyears, based on stated maturities or earlier put dates, were: | | | In Millions | | | 2026 | 2027 | 2028 | 2029 | 2030 | | | CMSEnergy, including Consumers | | | Long-term debt | | | CMSEnergy, parent only | $ | 300 | $ | 625 | $ | 800 | $ | | $ | | | | NorthStar Clean Energy | 77 | | 235 | | | | | Consumers | 573 | 263 | 843 | 1,256 | 812 | | | | | | | Total CMSEnergy | $ | 950 | $ | 888 | $ | 1,878 | $ | 1,256 | $ | 812 | | | | | | | Consumers | | | Long-term debt | $ | 573 | $ | 263 | $ | 843 | $ | 1,256 | $ | 812 | | 130Table of ContentsCredit Facilities: The following credit facilities with banks were available at December31,2025: | | | In Millions | | | Expiration Date | Amount of Facility | Amount Borrowed | Letters of Credit Outstanding | Amount Available | | | CMSEnergy, parent only | | | Unsecured revolving credit facility, expiring November20301 | $ | 750 | $ | | $ | 35 | $ | 715 | | | Unsecured letter of credit facility, expiring September2026 | 50 | | 50 | | | | NorthStar Clean Energy | | | Secured revolving credit facility, expiring May20282 | $ | 250 | $ | 235 | $ | 10 | $ | 5 | | | Secured letter of credit facility, expiring September20283 | 37 | | 37 | | | | Secured letter of credit facility4 | 19 | | 12 | 7 | | | Consumers | | | Secured revolving credit facility, expiring November20305,6 | $ | 1,100 | $ | | $ | 6 | $ | 1,094 | | | Secured revolving credit facility, expiring November20285,6 | 300 | | | 300 | | | Secured letter of credit facility, expiring May20275 | 100 | | 100 | | | | Unsecured letter of credit facility, expiring March2028 | 50 | | 43 | 7 | | | Unsecured letter of credit facility7 | 100 | | 97 | 3 | | | Unsecured letter of credit facility7 | 100 | | 100 | | | 1There were no borrowings under this facility during the year ended December31,2025.2Obligations 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 December31,2025, the net book value of the pledged equity interests was $514million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMSEnergy in the event of default. 3This 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 Note19, Variable Interest Entities.4The 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 fiveyears after the term conversion date.5Obligations under these facilities are secured by first mortgage bonds of Consumers. 6There were noborrowings under these facilities during the year ended December31,2025.7Uncommitted letter of credit facility with automatic renewal provisions and therefore no expiration. 131Table of ContentsShort-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 365days at market interest rates. These issuances are supported by Consumers revolving credit facilities and may have an aggregate principal amount outstanding of up to $500million. 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 December31,2025, there were no commercial paper notes outstanding under this program.In December2025, Consumers renewed a short-term credit agreement with CMSEnergy, permitting Consumers to borrow up to $500million at an interest rate of the prior months average onemonth Term SOFR minus 0.100percent. At December31,2025, outstanding borrowings under the agreement were $340million bearing interest at 3.859percent, recorded as current notes payable related parties on Consumers consolidated balance sheets. NorthStar Clean Energys 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 135days 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 30days prior written notice to the other party. Obligations under this program are accounted for in accounts payable on CMSEnergys consolidated balance sheets.Presented in the following table is the activity under NorthStar Clean Energys supplier financing program during the year ended December31,2025 | | | In Millions | | | Year Ended December31 | 2025 | 2024 | | | Balance of payables under suppler financing program at beginning of period | $ | 22 | $ | | | | Payables confirmed | 158 | 22 | | | Payments and other adjustments | (102) | | | | Balance of payables under suppler financing program at end of period | $ | 78 | $ | 22 | | Dividend Restrictions: At December31,2025, payment of dividends by CMSEnergy on its common stock was limited to $8.9billion under provisions of the Michigan Business Corporation Act of 1972.Under the provisions of its articles of incorporation, at December31,2025, Consumers had $2.5billion of unrestricted retained earnings available to pay dividends on its common stock to CMSEnergy. 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 December31,2025, Consumers paid $898million in dividends on its common stock to CMSEnergy.132Table of ContentsCapitalization: The authorized capital stock of CMSEnergy consists of:350million shares of CMSEnergy Common Stock, par value $0.01per share10million shares of CMSEnergy Preferred Stock, par value $0.01per shareIssuance of Common Stock: In 2023, CMSEnergy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1billion in privately negotiated transactions, in at the market offerings, or through forward sales transactions. Under the forward sales transactions, CMSEnergy 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. CMSEnergy 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 December31,2024, CMSEnergy had 0.4million shares contracted under forward sale agreements at a weighted average initial forward price of $69.43pershare. During the year ended December31,2025, CMSEnergy entered into forward sale agreements for approximately 6.7million shares at a weighted average initial forward price of $71.08pershare. During the same period, CMSEnergy settled forward sale contracts under this program by issuing approximately 7.0million shares at a weighted average price of $71.16pershare, resulting in net proceeds of $497million. Following these transactions, outstanding forward contracts under the program have an aggregate sales price of $8million, maturing November30, 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 CMSEnergys consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMSEnergy had elected to net share settle or net cash settle the contracts as of December31,2025, it would not have been required to deliver shares or pay cash.Preferred Stock: CMSEnergys SeriesC preferred stock is traded on the NewYork Stock Exchange under the symbol CMSPRC. Depositary shares represent a 1/1000thinterest in a share of its SeriesC preferred stock. The SeriesC preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMSEnergy may, at its option, redeem the SeriesC preferred stock, in whole or in part, at any time on or after July15,2026. The SeriesC preferred stock ranks senior to CMSEnergys common stock with respect to dividend rights and distribution rights upon liquidation. Presented in the following table are details of CMSEnergys SeriesC preferred stock at December31,2025 and 2024: | | | Depositary Share Par Value | Depositary Share Optional Redemption Price | Number of Depositary Shares Authorized | Number of Depositary Shares Outstanding | | | Cumulative, redeemable perpetual | $ | 25 | $ | 25 | 9,200,000 | 9,200,000 | | 133Table of ContentsPreferred Stock of Subsidiary: Consumers preferred stock is traded on the NewYork Stock Exchange under the symbol CMS-PB. Presented in the following table are details of Consumers preferred stock at December31,2025 and 2024: | | | Par Value | Optional Redemption Price | Number of Shares Authorized | Number of Shares Outstanding | | | Cumulative, with no mandatory redemption | $ | 100 | $ | 110 | 7,500,000 | 373,148 | | 6:Fair Value MeasurementsAccounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. When measuring fair value, CMSEnergy and Consumers are required to incorporate all assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A fair value hierarchy prioritizes inputs used to measure fair value according to their observability in the market. The threelevels of the fair value hierarchy are as follows:Level1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.Level2 inputs are observable, market-based inputs, other than Level1 prices. Level2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in inactive markets, and inputs derived from or corroborated by observable market data.Level3 inputs are unobservable inputs that reflect CMSEnergys or Consumers own assumptions about how market participants would value their assets and liabilities.CMSEnergy and Consumers classify fair value measurements within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement in its entirety.134Table of ContentsAssets and Liabilities Measured at Fair Value on a Recurring BasisPresented in the following table are CMSEnergys and Consumers assets and liabilities recorded at fair value on a recurring basis: | | | In Millions | | | CMSEnergy, including Consumers | Consumers | | | December31 | 2025 | 2024 | 2025 | 2024 | | | Assets1 | | | Cash equivalents | $ | 154 | $ | 27 | $ | | $ | | | | Restricted cash equivalents | 106 | 75 | 86 | 75 | | | Nonqualified deferred compensation plan assets | 36 | 34 | 27 | 25 | | | Derivative instruments | 2 | 2 | 2 | 2 | | | Total assets | $ | 298 | $ | 138 | $ | 115 | $ | 102 | | | Liabilities1 | | | Nonqualified deferred compensation plan liabilities | $ | 36 | $ | 34 | $ | 27 | $ | 25 | | | Derivative instruments | 3 | | | | | | Total liabilities | $ | 39 | $ | 34 | $ | 27 | $ | 25 | | 1All assets and liabilities were classified as Level1 with the exception of derivative contracts, which were classified as Level2 and3.Cash Equivalents: Cash equivalents and restricted cash equivalents consist of money market funds with daily liquidity.Nonqualified Deferred Compensation Plan Assets and Liabilities: The nonqualified deferred compensation plan assets consist of mutual funds, which are bought and sold only at the discretion of plan participants. The assets are valued using the daily quoted net asset values. CMSEnergy and Consumers value their nonqualified deferred compensation plan liabilities based on the fair values of the plan assets, as they reflect the amount owed to the plan participants in accordance with their investment elections. CMSEnergy and Consumers report the assets in other noncurrent assets and the liabilities in other noncurrent liabilities on their consolidated balance sheets.Derivative Instruments: CMSEnergy and Consumers value their derivative instruments using either a market approach that incorporates information from market transactions, or an income approach that discounts future expected cash flows to a present value amount. CMSEnergys and Consumers derivatives are classified as Level2 and 3. The derivatives classified as Level2 are interest rate swaps at NorthStar Clean Energy, which are valued using market-based inputs. In February2025, a subsidiary of NorthStar Clean Energy entered into floating-to-fixed interest rate swaps to reduce the impact of interest rate fluctuations associated with interest payments on certain future longterm variable-rate debt. The interest rate swaps economically hedge the future variability of interest payments on debt with a notional amount of $109million. Gains or losses on these swaps are reported in other expense on CMSEnergys consolidated statements of income. The amount recorded in other expense was $3million for the year ended December31,2025. The fair value of these swaps recorded in 135Table of Contentsother non-current liabilities on CMSEnergys consolidated balance sheets totaled $3million at December31,2025.The majority of derivatives classified as Level3 are FTRs held by Consumers. Due to the lack of quoted pricing information, Consumers determines the fair value of its FTRs based on Consumers average historical settlements. Consumers reports derivatives associated with FTRs in other current assets on its consolidated balance sheets.There was no material activity within the Level3 category of derivatives during the periods presented.7:Financial InstrumentsPresented in the following table are the carrying amounts and fair values, by level within the fair value hierarchy, of CMSEnergys and Consumers financial instruments that are not recorded at fair value. The table excludes cash, cash equivalents, short-term financial instruments, and trade accounts receivable and payable whose carrying amounts approximate their fair values. For information about assets and liabilities recorded at fair value and for additional details regarding the fair value hierarchy, see Note6, Fair Value Measurements. | | | In Millions | | | December31,2025 | December31,2024 | | | Carrying Amount | Fair Value | Carrying Amount | Fair Value | | | Total | Level | Total | Level | | | 1 | 2 | 3 | 1 | 2 | 3 | | | CMSEnergy, including Consumers | | | Assets | | | Long-term receivables1 | $ | 7 | $ | 6 | $ | | $ | | $ | 6 | $ | 9 | $ | 8 | $ | | $ | | $ | 8 | | | | | Liabilities | | | Long-term debt2 | 18,757 | 17,645 | 2,042 | 13,663 | 1,940 | 16,386 | 14,876 | 1,018 | 11,952 | 1,906 | | | Long-term payables3 | 7 | 7 | | | 7 | 9 | 9 | | | 9 | | | Consumers | | | Assets | | | Long-term receivables1 | $ | 7 | $ | 6 | $ | | $ | | $ | 6 | $ | 9 | $ | 8 | $ | | $ | | $ | 8 | | | | | Notes receivable related party4 | 90 | 90 | | | 90 | 94 | 94 | | | 94 | | | Liabilities | | | Long-term debt5 | 12,097 | 11,031 | | 9,091 | 1,940 | 11,270 | 9,940 | | 8,034 | 1,906 | | | Long-term debt related party6 | 1,005 | 657 | | 657 | | 823 | 549 | | 549 | | | | Long-term payables | 2 | 2 | | | 2 | 4 | 4 | | | 4 | | 1Includes current portion of long-term accounts receivable and notes receivable of $3million at December31,2025 and $4million at December31,2024.136Table of Contents2Includes current portion of long-term debt of $950million at December31,2025 and $1.2billion at December31,2024.3Includes current portion of long-term payables of $2million at December31,2025 and 2024.4Includes current portion of notes receivable related party of $7million at December31,2025 and 2024. For more information on notes receivable related party, see Note18, Related-party TransactionsConsumers5Includes current portion of long-term debt of $573million at December31,2025 and $452million at December31,2024.6For more information on CMSEnergys repurchases of Consumers first mortgage bonds, see Note5, Financings and CapitalizationCMSEnergys Purchase of Consumers First Mortgage Bonds.Notes receivable related party represents Consumers portion of the DBSERP demand note payable issued by CMSEnergy to the DBSERP rabbi trust. The demand note bears interest at an annual rate of 4.10percent and has a maturity date of 2028.137Table of Contents8:Plant, Property, and EquipmentPresented in the following table are details of CMSEnergys and Consumers plant, property, and equipment: | | | In Millions, Except as Noted | | | December31 | EstimatedDepreciableLife in Years | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Plant, property, and equipment, gross | | | Consumers | 3 125 | $ | 36,120 | $ | 33,434 | | | NorthStar Clean Energy | | | Independent power production1 | 3 40 | 1,585 | 1,452 | | | Assets under finance leases2 | 55 | 45 | | | Other | 3 5 | 3 | 1 | | | Plant, property, and equipment, gross | $ | 37,763 | $ | 34,932 | | | Construction work in progress | 3,052 | 2,098 | | | Accumulated depreciation and amortization | (10,135) | (9,569) | | | Total plant, property, and equipment3 | $ | 30,680 | $ | 27,461 | | | Consumers | | | Plant, property, and equipment, gross | | | Electric | | | Generation4 | 15 125 | $ | 7,171 | $ | 6,576 | | | Distribution | 15 75 | 13,360 | 12,135 | | | Other | 5 55 | 1,209 | 1,307 | | | Assets under finance leases2 | 131 | 119 | | | Gas | | | Distribution | 20 85 | 8,553 | 7,942 | | | Transmission | 17 75 | 3,236 | 3,081 | | | Underground storage facilities5 | 29 75 | 1,535 | 1,405 | | | Other | 5 55 | 886 | 828 | | | Assets under finance leases2 | 8 | 12 | | | Other non-utility property | 3 51 | 31 | 29 | | | Plant, property, and equipment, gross | $ | 36,120 | $ | 33,434 | | | Construction work in progress6 | 2,354 | 1,766 | | | Accumulated depreciation and amortization | (9,842) | (9,310) | | | Total plant, property, and equipment3 | $ | 28,632 | $ | 25,890 | | 1A portion of independent power production assets are leased to others under operating leases. For information regarding CMSEnergys operating leases of owned assets, see Note9, Leases.2For information regarding the amortization terms of CMSEnergys and Consumers assets under finance leases, see Note9, Leases.3Consumers plant additions were $3.1billion for the year ended December31,2025 and $2.1billion for the year ended December31,2024. Consumers plant retirements were $387million for the year ended December31,2025 and $390million for the year ended December31,2024. 138Table of Contents4Includes13hydroelectric dams that Consumers has agreed to sell, contingent upon MPSC and FERC approval. For more information, see Note20, Exit Activities and Asset Sales. 5Underground storage includes base natural gas of $24million at December31,2025 and $26million for the year ended December31,2024. Base natural gas is not subject to depreciation.6For the year ended December31,2025, Consumers fully impaired certain development assets totaling $20million. Of this amount, $15million relates to twoearly-phase renewable natural gas development projects that have been paused indefinitely. The remaining impairment charge was deferred as a regulatory asset and will be recovered through the Renewable Energy Plan.Intangible Assets: Included in net plant, property, and equipment are intangible assets. Presented in the following table are details about Consumers intangible assets: | | | In Millions, Except as Noted | | | Description | Amortization Life in Years | December31,2025 | December31,2024 | | | Gross Cost1 | Accumulated Amortization | Gross Cost1 | Accumulated Amortization | | | | | | | | | | | | | | | | | Consumers | | | Software development | 3 15 | $ | 649 | $ | 492 | $ | 679 | $ | 481 | | | Rights of way | 50 85 | 274 | 72 | 253 | 68 | | | Franchises and consents | 5 50 | 16 | 12 | 16 | 11 | | | Leasehold improvements | various2 | 15 | 9 | 13 | 7 | | | Other intangibles | various | 33 | 17 | 28 | 16 | | | Total | $ | 987 | $ | 602 | $ | 989 | $ | 583 | | 1Consumers intangible asset additions were $62million for the year ended December31,2025 and $90million for the year ended December31,2024. Consumers intangible asset retirements were $64million for the year ended December31,2025 and $153million for the year ended December31,2024.2Leasehold improvements are amortized over the life of the lease, which may change whenever the lease is renewed or extended.Capitalization: CMSEnergy and Consumers record plant, property, and equipment at original cost when placed into service. The cost includes labor, material, applicable taxes, overhead such as pension and other benefits, and AFUDC, if applicable. Consumers plant, property, and equipment is generally recoverable through its general ratemaking process.With the exception of utility property for which the remaining book value has been securitized, mothballed utility property stays in rate base and continues to be depreciated at the same rate as before the mothball period. When utility property is retired or otherwise disposed of in the ordinary course of business, Consumers records the original cost to accumulated depreciation, along with associated cost of removal, net of salvage. CMSEnergy and Consumers recognize gains or losses on the retirement or disposal of nonregulated assets in income. Consumers records cost of removal collected from customers, but not spent, as a regulatory liability.Software: CMSEnergy and Consumers capitalize the costs to purchase and develop internal-use computer software. These costs are expensed evenly over the estimated useful life of the internal-use computer software. If computer software is integral to computer hardware, then its cost is capitalized and depreciated with the hardware.139Table of ContentsAFUDC: Consumers capitalizes AFUDC on regulated major construction projects. AFUDC represents the estimated cost of debt and authorized return-on-equity funds used to finance construction additions. Consumers records the offsetting credit as a reduction of interest for the amount representing the borrowed funds component and as other income for the equity funds component on the consolidated statements of income. When construction is completed and the property is placed in service, Consumers depreciates and recovers the capitalized AFUDC from customers over the life of the related asset. Presented in the following table are Consumers average AFUDC capitalization rates: | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Electric | 6.9 | % | 6.9 | % | 6.5 | % | | | Gas | 5.9 | 5.8 | 5.8 | | Assets Under Finance Leases: Presented in the following table are further details about changes in CMSEnergys and Consumers assets under finance leases: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Balance at beginning of period | $ | 176 | $ | 136 | | | Additions | 53 | 55 | | | Net retirements and other adjustments | (36) | (15) | | | Balance at end of period | $ | 193 | $ | 176 | | | Consumers | | | Balance at beginning of period | $ | 131 | $ | 112 | | | Additions | 22 | 34 | | | Net retirements and other adjustments | (15) | (15) | | | Balance at end of period | $ | 138 | $ | 131 | | Assets under finance leases are presented as gross amounts. CMSEnergys, including Consumers, accumulated amortization of assets under finance leases was $53million at December31,2025 and $57million at December31,2024. Consumers accumulated amortization of assets under finance leases was $48million at December31,2025 and $55million at December31,2024.Depreciation and Amortization: Presented in the following table are further details about CMSEnergys and Consumers accumulated depreciation and amortization: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Utility plant assets | $ | 9,838 | $ | 9,307 | | | Non-utility plant assets | 297 | 262 | | | Consumers | | | Utility plant assets | $ | 9,838 | $ | 9,307 | | | Non-utility plant assets | 4 | 3 | | Consumers depreciates utility property on an asset-group basis, in which it applies a single MPSC-approved depreciation rate to the gross investment in a particular class of property within the electric and 140Table of Contentsgas segments. Consumers performs depreciation studies periodically to determine appropriate group lives. Presented in the following table are the composite depreciation rates for Consumers segment properties: | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Electric utility property | 3.6 | % | 3.6 | % | 3.8 | % | | | Gas utility property | 2.5 | 2.5 | 2.8 | | | Other property | 7.0 | 7.1 | 7.8 | | CMSEnergy and Consumers record property repairs and minor property replacement as maintenance expense. CMSEnergy and Consumers record planned major maintenance activities as operating expense unless the cost represents the acquisition of additional long-lived assets or the replacement of an existing long-lived asset.Presented in the following table are the components of CMSEnergys and Consumers depreciation and amortization expense: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Depreciation expense plant, property, and equipment | $ | 1,099 | $ | 1,041 | $ | 1,050 | | | Amortization expense | | | Software | 75 | 81 | 92 | | | Other intangible assets | 7 | 5 | 5 | | | Other regulatory assets | 8 | 2 | | | | Securitized regulatory assets | 117 | 111 | 33 | | | Total depreciation and amortization expense | $ | 1,306 | $ | 1,240 | $ | 1,180 | | | Consumers | | | Depreciation expense plant, property, and equipment | $ | 1,047 | $ | 992 | $ | 1,007 | | | Amortization expense | | | Software | 75 | 81 | 92 | | | Other intangible assets | 7 | 5 | 5 | | | Other regulatory assets | 8 | 2 | | | | Securitized regulatory assets | 117 | 111 | 33 | | | Total depreciation and amortization expense | $ | 1,254 | $ | 1,191 | $ | 1,137 | | Presented in the following table is Consumers estimated amortization expense on intangible assets for each of the next fiveyears: | | | In Millions | | | 2026 | 2027 | 2028 | 2029 | 2030 | | | | | | | Consumers | | | Intangible asset amortization expense | $ | 77 | $ | 66 | $ | 55 | $ | 50 | $ | 49 | | 141Table of ContentsJointly Owned Regulated Utility FacilitiesPresented in the following table are Consumers investments in jointly owned regulated utility facilities at December31,2025: | | | In Millions, Except Ownership Share | | | J.H.Campbell Unit 3 | Ludington | Other | | | Ownership share | 93.3 | % | 51.0 | % | various | | | Utility plant in service | $ | 1,726 | $ | 620 | $ | 481 | | | Accumulated provision for depreciation | (916) | (253) | (97) | | | Plant under construction | | 37 | 17 | | | Net investment | $ | 810 | $ | 404 | $ | 401 | | Consumers includes its share of the direct expenses of the jointly owned plants in operating expenses. Consumers shares operation, maintenance, and other expenses of these jointly owned utility facilities in proportion to each participants undivided ownership interest. Consumers is required to provide only its share of financing for the jointly owned utility facilities. Consumers plans to retire J.H.Campbell and, in 2022, removed an amount representing the projected remaining book value of the electric generating units upon their retirement from total plant, property, and equipment and recorded it as a regulatory asset on its consolidated balance sheets. The retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. For additional details, see Note3, Regulatory Matters. Consumers and DTE Electric engaged in litigation with TAES and Toshiba related to TAES incomplete, defective, and nonconforming work during a major overhaul and upgrade of Ludington. For additional details on this dispute, see Note4, Contingencies and CommitmentsLudington Overhaul Contract Dispute. 9:Leases Lessee CMSEnergy and Consumers lease various assets from third parties, including coal-carrying railcars, real estate, service vehicles, and gas pipeline capacity. In addition, CMSEnergy and Consumers account for several of their PPAs as leases. CMSEnergy and Consumers do not record right-of-use assets or lease liabilities on their consolidated balance sheets for rentals with lease terms of 12months or less, most of which are for the lease of real estate and service vehicles. Lease expense for these rentals is recognized on a straight-line basis over the lease term. CMSEnergy and Consumers include future payments for all renewal options, fair market value extensions, and buyout provisions reasonably certain of exercise in their measurement of lease right-of-use assets and lease liabilities. In addition, certain leases for service vehicles contain end-of-lease adjustment clauses based on proceeds received from the sale or disposition of the vehicles. CMSEnergy and Consumers also include executory costs in the measurement of their right-of-use assets and lease liabilities, except for maintenance costs related to their coal-carrying railcar leases. 142 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) Most of Consumers PPAs contain provisions at the end of the initial contract terms to renew the agreements annually under mutually agreedupon terms at the time of renewal. Energy and capacity payments that vary depending on quantities delivered are recognized as variable lease costs when incurred. Consumers accounts for a PPA with one of CMSEnergys equity method subsidiaries as a finance lease. Presented in the following table is information about CMSEnergys and Consumers lease right-of-use assets and lease liabilities: | | | In Millions, Except as Noted | | | CMSEnergy, including Consumers | Consumers | | | December31 | 2025 | 2024 | 2025 | 2024 | | | Operating leases | | | Right-of-use assets1 | $ | 22 | $ | 24 | $ | 18 | $ | 20 | | | Lease liabilities | | | Current lease liabilities2 | 3 | 3 | 3 | 3 | | | Non-current lease liabilities3 | 19 | 21 | 15 | 17 | | | Finance leases | | | Right-of-use assets | 140 | 119 | 90 | 76 | | | Lease liabilities4 | | | Current lease liabilities | 6 | 4 | 6 | 4 | | | Non-current lease liabilities | 135 | 112 | 81 | 69 | | | Weighted-average remaining lease term (in years) | | | Operating leases | 20 | 20 | 20 | 19 | | | Finance leases | 24 | 26 | 19 | 22 | | | Weighted-average discount rate | | | Operating leases | 5.3 | % | 5.3 | % | 5.4 | % | 5.4 | % | | | Finance leases5 | 5.9 | % | 5.8 | % | 4.9 | % | 4.8 | % | | 1CMSEnergys and Consumers operating right-of-use lease assets are reported as other noncurrent assets on their consolidated balance sheets. 2The current portion of CMSEnergys and Consumers operating lease liabilities are reported as other current liabilities on their consolidated balance sheets. 3The noncurrent portion of CMSEnergys and Consumers operating lease liabilities are reported as other noncurrent liabilities on their consolidated balance sheets. 4Includes related-party lease liabilities of $22million, of which $1million was current, at December31,2025 and 2024. 5This rate excludes the impact of Consumers pipeline agreements and long-term PPAs accounted for as finance leases. The required capacity payments under these agreements, when compared to the underlying fair value of the leased assets, result in effective interest rates that exceed market rates for leases with similar terms. 143 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) CMSEnergy and Consumers report operating, variable, and short-term lease costs as operating expenses on their consolidated statements of income, except for certain amounts that may be capitalized to other assets. Presented in the following table is a summary of CMSEnergys and Consumers total lease costs: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Operating lease costs | $ | 4 | $ | 6 | | | Finance lease costs | | | Amortization of right-of-use assets | 8 | 6 | | | Interest on lease liabilities | 18 | 16 | | | Variable lease costs | 115 | 107 | | | Short-term lease costs | 25 | 13 | | | Total lease costs | $ | 170 | $ | 148 | | | Consumers | | | Operating lease costs | $ | 4 | $ | 5 | | | Finance lease costs | | | Amortization of right-of-use assets | 6 | 5 | | | Interest on lease liabilities | 14 | 13 | | | Variable lease costs | 115 | 107 | | | Short-term lease costs | 24 | 12 | | | Total lease costs | $ | 163 | $ | 142 | | Presented in the following table is supplemental cash flow information related to CMSEnergys and Consumers lease liabilities: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Cash paid for amounts included in the measurement of lease liabilities | | | Cash used in operating activities for operating leases | $ | 4 | $ | 6 | | | Cash used in operating activities for finance leases | 17 | 15 | | | Cash used in financing activities for finance leases | 5 | 6 | | | Lease liabilities arising from obtaining right-of-use assets | | | Operating leases | 1 | 3 | | | Finance leases | 22 | 55 | | | Consumers | | | Cash paid for amounts included in the measurement of lease liabilities | | | Cash used in operating activities for operating leases | $ | 4 | $ | 5 | | | Cash used in operating activities for finance leases | 14 | 13 | | | Cash used in financing activities for finance leases | 6 | 5 | | | Lease liabilities arising from obtaining right-of-use assets | | | Operating leases | 1 | 1 | | | Finance leases | 22 | 34 | | 144Table of ContentsPresented in the following table are the minimum rental commitments under CMSEnergys and Consumers noncancelable leases: | | | In Millions | | | Finance Leases | | | December31,2025 | Operating Leases | Pipelines and PPAs | Land and Other | Total | | | CMSEnergy, including Consumers | | | 2026 | $ | 4 | $ | 17 | $ | 6 | $ | 23 | | | 2027 | 2 | 17 | 6 | 23 | | | 2028 | 2 | 17 | 5 | 22 | | | 2029 | 2 | 17 | 6 | 23 | | | 2030 | 1 | 17 | 6 | 23 | | | 2031 and thereafter | 27 | 2 | 200 | 202 | | | Total minimum lease payments | $ | 38 | $ | 87 | $ | 229 | $ | 316 | | | Less discount | 16 | 42 | 133 | 175 | | | Present value of minimum lease payments | $ | 22 | $ | 45 | $ | 96 | $ | 141 | | | Consumers | | | 2026 | $ | 4 | $ | 17 | $ | 3 | $ | 20 | | | 2027 | 2 | 17 | 3 | 20 | | | 2028 | 1 | 17 | 2 | 19 | | | 2029 | 1 | 17 | 2 | 19 | | | 2030 | 1 | 17 | 2 | 19 | | | 2031 and thereafter | 22 | 2 | 72 | 74 | | | Total minimum lease payments | $ | 31 | $ | 87 | $ | 84 | $ | 171 | | | Less discount | 13 | 42 | 42 | 84 | | | Present value of minimum lease payments | $ | 18 | $ | 45 | $ | 42 | $ | 87 | | LessorCMSEnergy and Consumers are the lessor under power sales and natural gas delivery agreements that are accounted for as leases.CMSEnergy has power sales agreements that are accounted for as operating leases. In addition to fixed payments, these agreements have variable payments based on energy delivered. For the year ended December31,2025, lease revenue from these power sales agreements was $149million, which included variable lease payments of $105million. For the year ended December31,2024, lease revenue from these power sales agreements was $105million, which included variable lease payments of $61million. These non-cancelable operating leases expire in 2026; remaining minimum rental payments amount to $18million.Consumers has a natural gas transportation agreement with a subsidiary of CMSEnergy that extends through 2038, related to a pipeline owned by Consumers. This agreement is accounted for as a direct finance lease and will automatically extend annually unless terminated by either party. The effects of the lease are eliminated on CMSEnergys consolidated financial statements.Minimum rental payments to be received under Consumers direct financing lease are $1million for each of the next fiveyears and $6million for the years thereafter. The lease receivable was $5million as of December31,2025, which does not include unearned income of $5million.145Table of Contents10:Asset Retirement ObligationsCMSEnergy and Consumers record the fair value of the cost to remove assets at the end of their useful lives, if there is a legal obligation to remove them. If a reasonable estimate of fair value cannot be made in the period in which the ARO is incurred, such as for assets with indeterminate lives, the liability is recognized when a reasonable estimate of fair value can be made. CMSEnergy and Consumers have not recorded liabilities associated with the closure of their hydroelectric facilities and certain gas wells that have an indeterminate life or for assets that have immaterial cumulative disposal costs, such as substation batteries.CMSEnergy and Consumers calculate the fair value of ARO liabilities using an expected present-value technique that reflects assumptions about costs and inflation, and uses a credit-adjusted risk-free rate to discount the expected cash flows. CMSEnergys ARO liabilities are primarily at Consumers.Presented below are the categories of assets that CMSEnergy and Consumers have legal obligations to remove at the end of their useful lives and for which they have an ARO liability recorded: | | | ARODescription | Long-livedAssets | | | | | Closure of coal ash disposal areas | Generating plants coal ash areas | | | Gas distribution cut, purge, and cap | Gas distribution mains and services | | | Asbestos abatement | Electric and gas utility plant | | | Closure of renewable generation assets | Wind and solar generation facilities | | | Capping and partial filling of water intake line | Generating plant water intake line | | | Gas wells plug and abandon | Gas transmission and storage | | | | | | | | | | | | | | In May2024, the EPA finalized a rule regulating CCR impoundments at electric generating facilities that became inactive prior to the effective date of a rule published in 2015 regulating CCRs under RCRA. Additionally, the EPA established groundwater monitoring, corrective action, closure, and post-closure care requirements for CCR surface impoundments and landfills closed prior to the effective date of the 2015CCR rule, but that do not meet the closure technical and performance standards of the May2024 rule. These include inactive CCR landfills that were previously exempted from regulation but that are now considered CCR management units. In response to the new rule, Consumers has been performing its review of legacy impoundments and of other aspects of the 2024rule in accordance with the timelines prescribed by the rule, including the requirement to determine and report the presence of any CCR management units to the EPA by February2027. Consumers has been recording incremental AROs for legacy impoundments and CCR management units when a reasonable estimate of the fair value of the associated costs can be made, and the ultimate amount of any resulting ARO could be material. In February2026, the EPA issued a final rule extending the compliance milestone schedule for CCR management units. This extension does not have a material impact on Consumers compliance strategy. Consumers has historically been authorized to recover in electric rates costs related to coal ash disposal sites. 146Table of ContentsPresented in the following tables are the changes in CMSEnergys and Consumers ARO liabilities: | | | In Millions | | | Company and ARO Description | ARO Liability 12/31/2024 | Incurred | Settled | Accretion | Cash Flow Revisions | ARO Liability 12/31/2025 | | | CMSEnergy, including Consumers | | | Consumers | $ | 694 | $ | 27 | $ | (73) | $ | 32 | $ | 73 | $ | 753 | | | Renewable generation assets | 34 | 4 | | 1 | | 39 | | | Total CMSEnergy | $ | 728 | $ | 31 | $ | (73) | $ | 33 | $ | 73 | $ | 792 | | | Consumers | | | Coal ash disposal areas | $ | 230 | $ | | $ | (37) | $ | 10 | $ | 60 | 1 | $ | 263 | | | Gas distribution cut, purge, and cap | 295 | 10 | (13) | 15 | | 307 | | | Asbestos abatement | 37 | | (2) | 2 | | 37 | | | Renewable generation assets | 105 | 17 | | 3 | | 125 | | | Generating plant water intake line | | | | 1 | 18 | 2 | 19 | | | Gas wells plug and abandon | 27 | | (21) | 1 | (5) | 2 | | | Total Consumers | $ | 694 | $ | 27 | $ | (73) | $ | 32 | $ | 73 | $ | 753 | | 1The increase in the AROs associated with coal ash disposal areas was primarily the result of incremental remedies required by EGLE for certain ash disposal ponds and incremental AROs recorded in response to reviews of legacy CCR impoundments.2The increase in AROs associated with water intake lines, which were previously immaterial, was primarily the result of changes in the expected scope of required capping following the finalization of decommissioning plans with the local jurisdiction. | | | In Millions | | | Company and ARO Description | ARO Liability 12/31/2023 | Incurred | Settled | Accretion | Cash Flow Revisions | ARO Liability 12/31/2024 | | | CMSEnergy, including Consumers | | | Consumers | $ | 739 | $ | 1 | $ | (69) | $ | 33 | $ | (10) | $ | 694 | | | Renewable generation assets | 32 | | | 2 | | 34 | | | Total CMSEnergy | $ | 771 | $ | 1 | $ | (69) | $ | 35 | $ | (10) | $ | 728 | | | Consumers | | | Coal ash disposal areas | $ | 268 | $ | 1 | $ | (51) | $ | 12 | $ | | $ | 230 | | | Gas distribution cut, purge, and cap | 290 | | (9) | 15 | (1) | 295 | | | Asbestos abatement | 51 | | (7) | 2 | (9) | 37 | | | Renewable generation assets | 102 | | | 3 | | 105 | | | Gas wells plug and abandon | 28 | | (2) | 1 | | 27 | | | Total Consumers | $ | 739 | $ | 1 | $ | (69) | $ | 33 | $ | (10) | $ | 694 | | 147Table of Contents11:Retirement BenefitsBenefit Plans: CMSEnergy and Consumers provide pension, OPEB, and other retirement benefits to eligible employees under a number of different plans. These plans include:noncontributory, qualified DBPension Plans (closed to new nonunion participants as of July1,2003 and closed to new union participants as of September1,2005)a noncontributory, qualified DCCP for employees hired on or after July1,2003benefits to certain management employees under a noncontributory, nonqualified DBSERP (closed to new participants as of March31,2006)a noncontributory, nonqualified DCSERP for certain management employees hired or promoted on or after April1,2006a contributory, qualified defined contribution 401(k)planhealth care and life insurance benefits under an OPEBPlanDBPension Plans: Participants in the pension plans include present and former employees of CMSEnergy and Consumers, including certain present and former affiliates and subsidiaries. Pension plan trust assets are not distinguishable by company. Effective December31,2017, CMSEnergys and Consumers then-existing pension plan was amended to include only retired and former employees already covered; this amended plan is referred to as DBPension PlanB. Also effective December31,2017, active employees were moved to a newly created pension plan, referred to as DBPension PlanA, whose benefits mirror those provided under DBPension PlanB. Maintaining separate plans for the two groups allows CMSEnergy and Consumers to employ a more targeted investment strategy and provides additional opportunities to mitigate risk and volatility.DCCP: CMSEnergy and Consumers provide an employer contribution to the DCCP401(k) plan for employees hired on or after July1,2003. The contribution ranges from 5percent to 10percent of base pay, depending on years of service and employee class. Employees are not required to contribute in order to receive the plans employer contribution. DCCP expense for CMSEnergy, including Consumers, was $57million for the year ended December31,2025, $53million for the year ended December31,2024, and $51million for the year ended December31,2023. DCCP expense for Consumers was $55million for the year ended December31,2025, $52million for the year ended December31,2024, and $50million for the year ended December31,2023.DBSERP: The DBSERP is a nonqualified plan as defined by the Internal Revenue Code. DBSERP benefits are paid from a rabbi trust. The trust assets are not considered plan assets under ASC715. DBSERP rabbi trust earnings are taxable. Presented in the following table are the fair values of trust assets and ABO for CMSEnergys and Consumers DBSERP: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Trust assets | $ | 122 | $ | 127 | | | ABO | 104 | 105 | | | | | Consumers | | | Trust assets | $ | 92 | $ | 95 | | | ABO | 76 | 76 | | | | 148Table of ContentsNeither CMSEnergy nor Consumers made any contributions to the DBSERP in 2025 or 2024. DCSERP: On April1,2006, CMSEnergy and Consumers implemented a DCSERP and froze further new participation in the DBSERP. The DCSERP provides participants benefits ranging from 5percent to 15percent of total compensation. The DCSERP requires a minimum of fiveyears of participation before vesting. CMSEnergys and Consumers contributions to the plan, if any, are placed in a grantor trust. For CMSEnergy and Consumers, trust assets were $18million at December31,2025 and $17million at December31,2024. DCSERP assets are included in other noncurrent assets on CMSEnergys and Consumers consolidated balance sheets. CMSEnergys and Consumers DCSERP expense was $1million for the years ended December31,2025, 2024, and 2023.401(k)Plan: The 401(k)plan employer match equals 4to 6percent of employee eligible contributions based on an employees wages and class. The total 401(k)plan cost for CMSEnergy, including Consumers, was $46million for the year ended December31,2025, and $41million for the years ended December31,2024 and 2023. The total 401(k)plan cost for Consumers was $44million for the year ended December31,2025, $39million for the year ended December31,2024, and $40million for the year ended December31,2023.Health-related OPEB Plan: Participants in the health-related OPEB Plan include regular full-time employees covered by the employee health care plan on the day before retirement from either CMSEnergy or Consumers at age55 or older with at least tenfullyears of applicable continuous service and hired before January1,2007 for non-union participants and hired before September1,2010 for union participants. Regular full-time employees who qualify for disability retirement under the DBPension Plans or are disabled and covered by the DCCP and who have 15years of applicable continuous service may also participate in the health-related OPEB Plan if hired before January1,2007 for non-union participants and hired before September1,2010 for union participants. Retiree health care costs were based on the assumption that costs would increase 8.00percent in 2026 and 8.50percent in 2025 for those under65 and would increase 9.75percent in 2026 and 10.25percent in 2025 for those over65. The rate of increase was assumed to decline to 4.75percent by 2034 and thereafter for all retirees.149Table of ContentsAssumptions: Presented in the following table are the weighted-average assumptions used in CMSEnergys, including Consumers, retirement benefit plans to determine benefit obligations and net periodic benefit cost: | | | December31 | 2025 | 2024 | 2023 | | | | | Weighted average for benefit obligations1 | | | Discount rate2 | | | DBPension PlanA | 5.58 | % | 5.73 | % | 5.05 | % | | | DBPension PlanB | 5.28 | 5.59 | 4.95 | | | DBSERP | 5.22 | 5.56 | 4.94 | | | OPEB Plan | 5.50 | 5.69 | 5.02 | | | Rate of compensation increase | | | DBPension PlanA | 3.70 | 3.70 | 3.60 | | | Weighted average for net periodic benefit cost1 | | | Service cost discount rate2,3 | | | DBPension PlanA | 5.77 | % | 5.08 | % | 5.27 | % | | | DB SERP4 | | | 5.18 | | | OPEB Plan | 5.85 | 5.12 | 5.31 | | | Interest cost discount rate2,3 | | | DBPension PlanA | 5.43 | 4.93 | 5.12 | | | DBPension PlanB | 5.30 | 4.87 | 5.06 | | | DBSERP | 5.29 | 4.87 | 5.06 | | | OPEB Plan | 5.39 | 4.91 | 5.10 | | | Expected long-term rate of return on plan assets5 | | | DBPension Plans | 7.30 | 7.50 | 7.20 | | | OPEB Plan | 7.15 | 7.50 | 7.20 | | | Rate of compensation increase | | | DBPension PlanA | 3.70 | 3.60 | 3.60 | | | DB SERP4 | | | 5.50 | | 1The mortality assumption for benefit obligations and net periodic benefit cost was based on the Pri-2012 Mortality Table, with improvement scale MP-2021. 2The discount rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from a yield-curve analysis. This analysis incorporated the projected benefit payments specific to CMSEnergys and Consumers DBPension Plans and OPEB Plan and the yields on high-quality corporate bonds rated Aa or better.3CMSEnergy and Consumers have elected to use a full-yield-curve approach in the estimation of service cost and interest cost; this approach applies individual spot rates along the yield curve to future projected benefit payments based on the time of payment.4The last active participant in the DBSERP retired in 2023. Thus, the determination of the associated net periodic benefit cost no longer assumes a service cost discount rate nor a rate of compensation increase.5CMSEnergy and Consumers determined the long-term rate of return using historical market returns, the present and expected future economic environment, the capital market principles of risk and return, and the expert opinions of individuals and firms with financial market knowledge. CMSEnergy and Consumers considered the asset allocation of the portfolio in forecasting the future expected total return of the portfolio. The goal was to determine a long-term rate of return that could be incorporated into the planning 150Table of Contentsof future cash flow requirements in conjunction with the change in the liability. Annually, CMSEnergy and Consumers review for reasonableness and appropriateness the forecasted returns for various classes of assets used to construct an expected return model. CMSEnergys and Consumers expected long-term rate of return on the assets of the DBPension Plans was 7.30percent in 2025. The actual return on the assets of the DBPension Plans was 12.7percent in 2025, 3.6percent in 2024, and 12.6percent in 2023. Costs: Presented in the following table are the costs (credits) and other changes in plan assets and benefit obligations incurred in CMSEnergys and Consumers retirement benefit plans: | | | In Millions | | | DBPension Plans and DBSERP | OPEB Plan | | | | | Years Ended December31 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Net periodic credit | | | Service cost | $ | 25 | $ | 28 | $ | 29 | $ | 8 | $ | 11 | $ | 12 | | | Interest cost | 114 | 109 | 112 | 43 | 43 | 44 | | | | | Expected return on plan assets | (229) | (234) | (220) | (111) | (115) | (103) | | | Amortization of: | | | Net loss | 11 | 12 | 12 | 3 | 4 | 12 | | | Prior service cost (credit) | 4 | 4 | 4 | (34) | (31) | (41) | | | Settlement loss | 11 | 11 | 11 | | | | | | | | Net periodic credit | $ | (64) | $ | (70) | $ | (52) | $ | (91) | $ | (88) | $ | (76) | | | Consumers | | | Net periodic credit | | | Service cost | $ | 24 | $ | 27 | $ | 28 | $ | 8 | $ | 11 | $ | 11 | | | Interest cost | 106 | 102 | 105 | 42 | 41 | 42 | | | Expected return on plan assets | (215) | (221) | (208) | (104) | (107) | (95) | | | Amortization of: | | | Net loss | 10 | 11 | 11 | 3 | 4 | 12 | | | Prior service cost (credit) | 4 | 4 | 4 | (33) | (30) | (40) | | | Settlement loss | 11 | 11 | 11 | | | | | | | | Net periodic credit | $ | (60) | $ | (66) | $ | (49) | $ | (84) | $ | (81) | $ | (70) | | In Consumers electric and gas rate cases, the MPSC approved a mechanism allowing Consumers to defer for future recovery or refund pension and OPEB expenses above or below the amounts used to set existing rates. Amounts deferred will be collected from or refunded to customers over tenyears. At December31,2025, CMSEnergy, including Consumers, had deferred $3million of pension costs and $6million of OPEB credits under this mechanism related to 2025expense. At December31,2024, CMSEnergy, including Consumers, had deferred $15million of pension credits and $11million of OPEB credits under this mechanism related to 2024expense. At December31,2023, CMSEnergy, including Consumers, had deferred $11 million of pension credits and $23 million of OPEB costs under this mechanism related to 2023expense.CMSEnergy and Consumers amortize net gains and losses in excess of 10percent of the greater of the PBO or the MRV over the average remaining service period for DBPension PlanA and the OPEB Plan and over the average remaining life expectancy of participants for DBPension PlanB. For DBPension PlanA, the estimated period of amortization of gains and losses was seven years for the year ended December31,2025, and eight years for the years ended December31,2024 and 2023. For DBPension PlanB, the estimated period of amortization of gains and losses was 17years for the years ended 151Table of ContentsDecember31,2025, 2024, and 2023. For the OPEB Plan, the estimated amortization period was nine years for the years ended December31,2025, 2024, and 2023.Prior service cost (credit) amortization is established in the year in which the prior service cost (credit) first occurred, and is based on the same amortization period for all future years until the prior service cost (credit) is fully amortized. CMSEnergy and Consumers had new prior service costs for OPEB in 2024. The estimated period of amortization of these new prior service costs is seven years.CMSEnergy and Consumers determine the MRV for the assets of the DBPension Plans as the fair value of plan assets on the measurement date, adjusted by the gains or losses that will not be admitted into the MRV until future years. CMSEnergy and Consumers reflect each years gain or loss in the MRV in equal amounts over a fiveyear period beginning on the date the original amount was determined. CMSEnergy and Consumers determine the MRV for OPEB Plan assets as the fair value of assets on the measurement date.152Table of ContentsReconciliations: Presented in the following table are reconciliations of the funded status of CMSEnergys and Consumers retirement benefit plans with their retirement benefit plans liabilities: | | | In Millions | | | DBPension Plans | DBSERP | OPEB Plan | | | Years Ended December31 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Benefit obligation at beginning of period | $ | 2,094 | $ | 2,195 | $ | 105 | $ | 114 | $ | 831 | $ | 900 | | | Service cost | 25 | 28 | | | 8 | 11 | | | Interest cost | 109 | 104 | 5 | 5 | 43 | 43 | | | Plan amendments | | | | | | (25) | | | Actuarial loss (gain) | 53 | 1 | (91) | 1 | 4 | (4) | 2 | 1 | (40) | 1 | | | Benefits paid | (158) | (142) | (10) | (10) | (54) | (58) | | | Benefit obligation at end of period | $ | 2,123 | $ | 2,094 | $ | 104 | $ | 105 | $ | 830 | $ | 831 | | | Plan assets at fair value at beginning of period | $ | 2,964 | $ | 3,004 | $ | | $ | | $ | 1,588 | $ | 1,559 | | | Actual return on plan assets | 371 | 102 | | | 197 | 86 | | | Company contribution | | | 10 | 10 | | | | | Actual benefits paid | (158) | (142) | (10) | (10) | (52) | (57) | | | Plan assets at fair value at end of period | $ | 3,177 | $ | 2,964 | $ | | $ | | $ | 1,733 | $ | 1,588 | | | Funded status | $ | 1,054 | 2 | $ | 870 | 2 | $ | (104) | $ | (105) | $ | 903 | $ | 757 | | | Consumers | | | Benefit obligation at beginning of period | $ | 76 | $ | 83 | $ | 801 | $ | 867 | | | Service cost | | | 8 | 11 | | | Interest cost | 4 | 4 | 42 | 41 | | | Plan amendments | | | | (24) | | | Actuarial loss (gain) | 3 | (4) | 1 | 1 | (38) | 1 | | | Benefits paid | (7) | (7) | (51) | (56) | | | Benefit obligation at end of period | $ | 76 | $ | 76 | $ | 801 | $ | 801 | | | Plan assets at fair value at beginning of period | $ | | $ | | $ | 1,479 | $ | 1,453 | | | Actual return on plan assets | | | 184 | 80 | | | Company contribution | 7 | 7 | | | | | Actual benefits paid | (7) | (7) | (50) | (54) | | | Plan assets at fair value at end of period | $ | | $ | | $ | 1,613 | $ | 1,479 | | | Funded status | $ | (76) | $ | (76) | $ | 812 | $ | 678 | | 1The actuarial losses for 2025 for the DBPension Plans and OPEB Plans were primarily the result of lower discount rates. The actuarial gains for 2024 for the DBPension Plans and OPEB Plan were primarily the result of higher discount rates. 2The total funded status of the DBPension Plans attributable to Consumers, based on an allocation of expenses, was $1.0billion at December31,2025 and $836million at December31,2024.153Table of ContentsPresented in the following table is the classification of CMSEnergys and Consumers retirement benefit plans assets and liabilities: | | | In Millions | | | December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Non-current assets | | | DBPension Plans | $ | 1,054 | $ | 870 | | | OPEB Plan | 903 | 757 | | | Current liabilities | | | DBSERP | 10 | 10 | | | Non-current liabilities | | | | | DBSERP | 94 | 95 | | | | | Consumers | | | Non-current assets | | | DBPension Plans | $ | 1,009 | $ | 836 | | | OPEB Plan | 812 | 678 | | | Current liabilities | | | DBSERP | 7 | 7 | | | Non-current liabilities | | | | | DBSERP | 69 | 69 | | | | The ABO for the DBPension Plans was $1.9billion at December31,2025 and $1.9billion at December31,2024. At December31,2025 and 2024, the PBO and ABO did not exceed plan assets for any of the defined benefit pension plans.154Table of ContentsItems Not Yet Recognized as a Component of Net Periodic Benefit Cost: Presented in the following table are the amounts recognized in regulatory assets and AOCI that have not been recognized as components of net periodic benefit cost. For additional details on regulatory assets see Note3, Regulatory Matters. | | | In Millions | | | DBPension Plans and DBSERP | OPEB Plan | | | December 31 | 2025 | 2024 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Regulatory assets | | | Net loss | $ | 548 | $ | 653 | $ | 93 | $ | 176 | | | Prior service cost (credit) | 9 | 12 | (61) | (94) | | | Regulatory assets | $ | 557 | $ | 665 | $ | 32 | $ | 82 | | | AOCI | | | Net loss (gain) | 57 | 60 | (7) | (3) | | | Prior service credit | | | (2) | (2) | | | Total amounts recognized in regulatory assets and AOCI | $ | 614 | $ | 725 | $ | 23 | $ | 77 | | | Consumers | | | Regulatory assets | | | Net loss | $ | 548 | $ | 653 | $ | 93 | $ | 176 | | | Prior service cost (credit) | 9 | 12 | (61) | (94) | | | Regulatory assets | $ | 557 | $ | 665 | $ | 32 | $ | 82 | | | AOCI | | | Net loss | 18 | 15 | | | | | Total amounts recognized in regulatory assets and AOCI | $ | 575 | $ | 680 | $ | 32 | $ | 82 | | 155Table of ContentsPlan Assets: Presented in the following tables are the fair values of the assets of CMSEnergys, including Consumers, DBPension Plans and OPEB Plan, by asset category and by level within the fair value hierarchy. For additional details regarding the fair value hierarchy, see Note6, Fair Value Measurements. | | | In Millions | | | DBPension Plans | | | December31,2025 | December31,2024 | | | Total | Level1 | Level2 | Total | Level1 | Level2 | | | | | Cash and short-term investments | $ | 162 | $ | 162 | $ | | $ | 148 | $ | 148 | $ | | | | | | | | | | | | Mutual funds | | | | | | | | | $ | 162 | $ | 162 | $ | | $ | 148 | $ | 148 | $ | | | | Pooled funds | 3,015 | 2,816 | | | Total | $ | 3,177 | $ | 2,964 | | | | | In Millions | | | OPEB Plan | | | December31,2025 | December31,2024 | | | Total | Level1 | Level2 | Total | Level1 | Level2 | | | | | Cash and short-term investments | $ | 72 | $ | 72 | $ | | $ | 35 | $ | 35 | $ | | | | U.S. government and agencies securities | 15 | | 15 | 13 | | 13 | | | Corporate debt | 69 | | 69 | 68 | | 68 | | | State and municipal bonds | 4 | | 4 | 2 | | 2 | | | Foreign bonds | 16 | | 16 | 15 | | 15 | | | Common stocks | 215 | 215 | | 170 | 170 | | | | Mutual funds | 75 | 75 | | 53 | 53 | | | | $ | 466 | $ | 362 | $ | 104 | $ | 356 | $ | 258 | $ | 98 | | | Pooled funds | 1,267 | 1,232 | | | Total | $ | 1,733 | $ | 1,588 | | Cash and Short-term Investments: Cash and short-term investments consist of money market funds with daily liquidity.U.S.Government and Agencies Securities: U.S.government and agencies securities consist of U.S.Treasury notes and other debt securities backed by the U.S.government and related agencies. These securities are valued based on quoted market prices.Corporate Debt: Corporate debt investments consist of investment grade bonds of U.S.issuers from diverse industries. These securities are valued based on quoted market prices, when available, or yields available on comparable securities of issuers with similar credit ratings.State and Municipal Bonds: State and municipal bonds are valued using a matrix-pricing model that incorporates Level2 market-based information. The fair value of the bonds is derived from various observable inputs, including benchmark yields, reported securities trades, broker/dealer quotes, bond ratings, and general information on market movements for investment grade state and municipal securities normally considered by market participants when pricing such debt securities.156Table of ContentsForeign Bonds: Foreign corporate and government debt securities are valued based on quoted market prices, when available, or on yields available on comparable securities of issuers with similar credit ratings.Common Stocks: Common stocks in the OPEBPlan consist of equity securities that are actively managed and tracked to the S&P500Index and MSCIAll Country WorldexUS. These securities are valued at their quoted closing prices.Mutual Funds: Mutual funds represent shares in registered investment companies that are priced based on the daily quoted net asset values that are publicly available and are the basis for transactions to buy or sell shares in the funds.Pooled Funds: Pooled funds include both common and collective trust funds as well as special funds that contain only employee benefit plan assets from two or more unrelated benefit plans. These funds primarily consist of U.S.and foreign equity securities, but also include U.S.and foreign fixed-income securities and multi-asset investments. Since these investments are valued at their net asset value as a practical expedient, they are not classified in the fair value hierarchy.Asset Allocations: Presented in the following table are the investment components of the assets of CMSEnergys DBPension Plans and OPEB Plan as of December31,2025: | | | DBPension Plans | OPEB Plan | | | Fixed-income securities | 39.2 | % | 37.6 | % | | | Equity securities | 38.7 | 42.4 | | | Real asset investments | 9.3 | 8.8 | | | Return-seeking fixed income | 7.1 | 5.6 | | | Liquid alternative investments | 4.3 | 3.7 | | | Cash and cash equivalents | 1.4 | 1.9 | | | 100.0 | % | 100.0 | % | | CMSEnergys target 2025asset allocation for the assets of the DBPension Plans was 40percent fixed income, 38percent equity, 11percent real assets, 7percent return-seeking fixed income, and 4percent liquid alternatives. CMSEnergy established union and nonunion VEBA trusts to fund future retiree health and life insurance benefits known as OPEB. These trusts are funded through the ratemaking process for Consumers and through direct contributions from the nonutility subsidiaries. CMSEnergys target 2025asset allocation for OPEB trusts was 40percent fixed income, 38percent equity, 11percent real assets, 7percent return-seeking fixed income, and 4percent liquid alternatives. The goal of these target allocations was to maximize the long-term return on plan assets, while maintaining a prudent level of risk. The level of acceptable risk is a function of the liabilities of the plans. Equity investments are diversified mostly across the S&P500 Index, with lesser allocations to the S&PMidCap and SmallCap Indexes and Foreign Equity Funds. Fixed-income investments are diversified across investment grade instruments of government and corporate issuers, as well as high-yield and global bond funds. Return-seeking fixed-income investments are diversified exposure to high-yield bonds, emerging market debt, and bank loans. Real asset investments are diversified across core real estate and real estate investment trusts. Liquid alternatives are investments in private funds comprised of different and independent hedge funds with various investment strategies. CMSEnergy uses annual liability measurements, quarterly portfolio reviews, and periodic asset/liability studies to evaluate the need for adjustments to the portfolio allocations. 157 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) Contributions: Contributions comprise required amounts and discretionary contributions. Neither CMSEnergy nor Consumers made any contributions in 2025 or 2024, or plans to contribute to the DBPension Plans or OPEB Plan in 2026. Actual future contributions will depend on future investment performance, discount rates, and various factors related to the participants of the DBPension Plans and OPEB Plan. CMSEnergy and Consumers will, at a minimum, contribute to the plans as needed to comply with federal funding requirements. Benefit Payments: Presented in the following table are the expected benefit payments for each of the next fiveyears and the fiveyear period thereafter: | | | In Millions | | | DBPension Plans | DBSERP | OPEB Plan | | | CMSEnergy, including Consumers | | | 2026 | $ | 164 | $ | 10 | $ | 59 | | | 2027 | 165 | 10 | 61 | | | 2028 | 164 | 10 | 62 | | | 2029 | 164 | 9 | 62 | | | 2030 | 164 | 9 | 62 | | | 2031-2035 | 801 | 41 | 305 | | | Consumers | | | 2026 | $ | 154 | $ | 7 | $ | 57 | | | 2027 | 155 | 7 | 58 | | | 2028 | 154 | 7 | 59 | | | 2029 | 155 | 6 | 59 | | | 2030 | 154 | 6 | 60 | | | 2031-2035 | 756 | 29 | 292 | | Collective Bargaining Agreements: At December31,2025, unions represented 44percent of CMSEnergys employees and 45percent of Consumers employees. The UWUA represents Consumers and NorthStar Clean Energys operating, maintenance, construction employees and Consumers customer contact center employees. The USW represents Consumers Zeeland plant employees. Consumers union agreements expire in 2030 and the majority of NorthStar Clean Energys represented employees have an agreement that expires in 2029.158Table of Contents12:Stock-based CompensationCMSEnergy and Consumers provide a PISP to officers, employees, and nonemployee directors based on their contributions to the successful management of the company. The PISP has a tenyear term, expiring in May2030.In 2025, all awards were in the form of restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2025, 2024, or 2023.Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5million shares from June2020 through May2030. CMSEnergy and Consumers may issue awards of up to 3,965,601shares of common stock under the PISP as of December31,2025. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the PISP.All awards under the PISP vest fully upon death. Upon a change of control of CMSEnergy or termination under an officer separation agreement, the awards will vest in accordance with specific officer agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome of the performance condition. The pro-rata portion is equal to the portion of the service period served between the award grant date and the employees termination date. The remaining portion of the awards will be forfeited. All awards for directors vest fully upon retirement. Restricted shares may be forfeited if employment terminates for any other reason or if the minimum service requirements are not met, as described in the award document.Restricted Stock Awards: Restricted stock awards for employees under the PISP are in the form of performance-based, market-based, and time-lapse restricted stock. Award recipients receive shares of CMSEnergy common stock that have dividend and voting rights. The dividends on time-lapse restricted stock are paid in cash or in CMSEnergy common stock. The dividends on performance-based and market-based restricted stock are paid in restricted shares equal to the value of the dividends. These additional restricted shares are subject to the same vesting conditions as the underlying restricted stock shares.Performance-based restricted stock vesting is contingent on meeting at least a 36month service requirement and a performance condition. The performance condition is based on an adjusted measure of CMSEnergys EPS growth relative to a peer group over a threeyear period. The awards granted in 2025, 2024, and 2023 require a 38month service period. Market-based restricted stock vesting is generally contingent on meeting a threeyear service requirement and a market condition. The market condition is based on a comparison of CMSEnergys total shareholder return with the median total shareholder return of a peer group over the same threeyear period. Depending on the outcome of the performance condition or the market condition, a recipient may earn a total award ranging from zero to 200percent of the initial grant. Time-lapse restricted stock generally vests after a service period of threeyears.Restricted Stock Units: In 2025, 2024, and 2023, CMSEnergy and Consumers granted restricted stock units to certain nonemployee directors who elected to defer their restricted stock awards. The restricted stock units generally vest after a service period of oneyear or, if earlier, at the next annual meeting. The restricted stock units will be distributed to the recipients as shares in accordance with the directors deferral agreements. Restricted stock units do not have voting rights, but do have dividend rights. In lieu of cash dividend payments, the dividends on restricted stock units are paid in additional units equal to the value of the dividends. These additional restricted stock units are subject to the same vesting and 159Table of Contentsdistribution conditions as the underlying restricted stock units. No restricted stock units were forfeited during 2025.Presented in the following tables is the activity for restricted stock and restricted stock units under the PISP: | | | CMSEnergy,includingConsumers | Consumers | | | Year Ended December31,2025 | Number ofShares | Weighted-averageGrant DateFair ValuePer Share | Number ofShares | Weighted-averageGrant DateFair ValuePer Share | | | Nonvested at beginning of period | 1,162,787 | $ | 59.34 | 1,081,573 | $ | 59.35 | | | Granted | | | Restricted stock | 523,663 | 50.19 | 480,258 | 49.86 | | | Restricted stock units | 18,491 | 56.80 | 17,713 | 56.80 | | | Vested | | | Restricted stock | (450,699) | 46.30 | (424,830) | 46.33 | | | Restricted stock units | (27,035) | 51.79 | (25,994) | 51.82 | | | Forfeited restricted stock | (38,364) | 60.19 | (36,119) | 60.01 | | | Nonvested at end of period | 1,188,843 | $ | 60.36 | 1,092,601 | $ | 60.36 | | | | | Year Ended December31,2025 | CMSEnergy, includingConsumers | Consumers | | | Granted | | | Time-lapse awards | 118,842 | 109,242 | | | Market-based awards | 139,248 | 126,302 | | | Performance-based awards | 147,982 | 134,540 | | | Restricted stock units | 14,406 | 13,800 | | | Dividends on market-based awards | 13,484 | 12,472 | | | Dividends on performance-based awards | 14,458 | 13,389 | | | Dividends on restricted stock units | 4,085 | 3,913 | | | Additional market-based shares based on achievement of condition | 5,982 | 5,624 | | | Additional performance-based shares based on achievement of condition | 83,667 | 78,689 | | | Total granted | 542,154 | 497,971 | | CMSEnergy and Consumers charge the fair value of the restricted stock awards to expense over the required service period and charge the fair value of the restricted stock units to expense immediately. For performance-based awards, CMSEnergy and Consumers estimate the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objective. Performance-based and market-based restricted stock awards have graded vesting features for retirement-eligible employees, and CMSEnergy and Consumers recognize expense for those awards on a graded vesting schedule over the required service period. Expense for performance-based and market-based restricted stock awards for nonretirement-eligible employees and time-lapse awards is recognized on a straight-line basis over the required service period.The fair value of performance-based and time-lapse restricted stock and restricted stock units is based on the price of CMSEnergys common stock on the grant date. The fair value of market-based restricted stock awards is calculated on the grant date using a Monte Carlo simulation. CMSEnergy and Consumers 160Table of Contentsbase expected volatilities on the historical volatility of the price of CMSEnergy common stock. The riskfree rate for valuation of the market-based restricted stock awards was based on the threeyear U.S.Treasury yield at the award grant date.Presented in the following table are the most significant assumptions used to estimate the fair value of the market-based restricted stock awards: | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Expected volatility | 20.7 | % | 20.2 | % | 30.3 | % | | | Expected dividend yield | 3.1 | 3.5 | 2.9 | | | Risk-free rate | 4.2 | 4.1 | 3.9 | | Presented in the following table is the weighted-average grant-date fair value of all awards under the PISP: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Weighted-average grant-date fair value per share | | | Restricted stock granted | $ | 50.19 | $ | 44.76 | $ | 52.62 | | | Restricted stock units granted | 56.80 | 52.43 | 50.32 | | | Consumers | | | Weighted-average grant-date fair value per share | | | Restricted stock granted | $ | 49.86 | $ | 44.49 | $ | 52.42 | | | Restricted stock units granted | 56.80 | 52.46 | 50.34 | | Presented in the following table are amounts related to restricted stock awards and restricted stock units: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Fair value of shares that vested during the year | $ | 33 | $ | 28 | $ | 20 | | | Compensation expense recognized | 25 | 27 | 28 | | | Income tax benefit recognized | 2 | 3 | 3 | | | Consumers | | | Fair value of shares that vested during the year | $ | 32 | $ | 27 | $ | 19 | | | Compensation expense recognized | 23 | 25 | 26 | | | Income tax benefit recognized | 2 | 3 | 2 | | At December31,2025, $28million of total unrecognized compensation cost was related to restricted stock for CMSEnergy, including Consumers, and $26million of total unrecognized compensation cost was related to restricted stock for Consumers. CMSEnergy and Consumers expect to recognize this cost over a weighted-average period of twoyears.161Table of Contents13:Income TaxesCMSEnergy and its subsidiaries file a consolidated U.S.federal income tax return as well as a Michigan Corporate Income Tax return for the unitary business group and various other state unitary group combined income tax returns. Income taxes are allocated based on each companys separate taxable income in accordance with the CMSEnergy tax sharing agreement.Presented in the following table is the difference between actual income tax expense on continuing operations and income tax expense computed by applying the statutory U.S.federal income tax rate: | | | In Millions, Except Tax Rate | | | Amount | Percent | Amount | Percent | Amount | Percent | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Income from continuing operations before income taxes | $ | 1,248 | $ | 1,123 | $ | 954 | | | Income tax expense at statutory rate | 262 | 21.0 | % | 236 | 21.0 | % | 200 | 21.0 | % | | | Increase (decrease) in income taxes from: | | | | | | State and local income taxes, net of federal income tax effect1 | 77 | 6.2 | 58 | 5.1 | 40 | 4.2 | | | Tax credits | | | Renewable energy tax credits | (68) | (5.4) | (71) | (6.4) | (55) | (5.8) | | | Other | (6) | (0.5) | (6) | (0.5) | (7) | (0.7) | | | Nontaxable or nondeductible items | 3 | 0.2 | 4 | 0.4 | 3 | 0.3 | | | Changes in unrecognized tax benefits | 9 | 0.7 | 2 | 0.2 | (11) | (1.2) | | | Other adjustments | | | TCJA excess deferred taxes | (42) | (3.4) | (43) | (3.8) | (40) | (4.2) | | | Deferred tax adjustment2 | | | (16) | (1.4) | | | | | Taxes attributable to noncontrolling interests | 15 | 1.2 | 12 | 1.1 | 17 | 1.8 | | | Other, net | (4) | (0.3) | | | | | | | Income tax expense | $ | 246 | $ | 176 | $ | 147 | | | Effective tax rate | 19.7 | % | 15.7 | % | 15.4 | % | | | | 162Table of Contents | | | In Millions, Except Tax Rate | | | Amount | Percent | Amount | Percent | Amount | Percent | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Consumers | | | Income from continuing operations before income taxes | $ | 1,417 | $ | 1,209 | $ | 1,028 | | | Income tax expense at statutory rate | 298 | 21.0 | % | 254 | 21.0 | % | 216 | 21.0 | % | | | Increase (decrease) in income taxes from: | | | | | | State and local income taxes, net of federal income tax effect1 | 80 | 5.7 | 60 | 5.0 | 47 | 4.6 | | | Tax credits | | | Renewable energy tax credits | (46) | (3.2) | (51) | (4.2) | (43) | (4.2) | | | Other | (6) | (0.4) | (6) | (0.5) | (7) | (0.7) | | | Nontaxable or nondeductible items | 3 | 0.2 | 3 | 0.2 | 3 | 0.3 | | | Changes in unrecognized tax benefits | 9 | 0.6 | 1 | 0.1 | (12) | (1.2) | | | Other adjustments | | | TCJA excess deferred taxes | (42) | (3.0) | (43) | (3.6) | (40) | (3.9) | | | Deferred tax adjustment2 | | | (16) | (1.3) | | | | | Other, net | (8) | (0.6) | (2) | (0.2) | (3) | (0.2) | | | Income tax expense | $ | 288 | $ | 200 | $ | 161 | | | Effective tax rate | 20.3 | % | 16.5 | % | 15.7 | % | | 1In June2025, state deferred tax balances were increased by $12million to reflect a change in Illinois tax policy that establishes nexus for Consumers. The policy change is effective for tax years beginning January1,2026. During 2023, CMSEnergy initiated a plan to divest immaterial business activities in a non-Michigan jurisdiction and will no longer have a taxable presence within that jurisdiction. As a result of these actions, CMSEnergy reversed a $13million non-Michigan reserve, all of which was recognized at Consumers. 2During2024, Consumers recognized a $16million tax benefit resulting from the expiration of the statute of limitations associated with audit points for the 2018 and 2019 tax years. State Income Tax Claim: In February2025, CMSEnergy received an adverse ruling from the Michigan Tax Tribunal in regards to the methodology of state apportionment for Consumers electricity sales to MISO. In March2025, CMSEnergy filed an appeal with the Michigan Court of Appeals and a hearing was held in February2026. CMSEnergy and Consumers have evaluated and concluded their uncertain tax positions associated with this matter to be sufficient as of December31,2025. While CMSEnergy and Consumers expect the appeal to prevail, if it were to fail, the companies would be required to revise the estimated value of their state deferred tax liabilities, which could result in a material impact to their results of operations. Tax Legislation: CMSEnergy and Consumers are subject to changing tax laws. In July2025, PresidentTrump signed into law the OBBBA. The legislation allows for the immediate expensing of domestic research and development costs and includes changes to clean energy tax credits enacted by the Inflation Reduction Act of 2022. While the OBBBA restores, and makes permanent, the 100percent 163 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) bonus depreciation deduction, it also retains a provision that allows utilities to take a full deduction of interest expense in lieu of 100percent bonus depreciation. CMSEnergy and Consumers evaluated the provisions of the OBBBA and concluded that the legislation is not expected to have a material impact on their respective financial statements. This conclusion is subject to change as additional guidance or interpretations become available. Renewable Energy Tax Credits: Under the Inflation Reduction Act of 2022, renewable energy tax credits produced after 2022 are eligible to be transferred to third parties. These sales are accounted for under ASC740 with the discount from the sale of the tax credits included as a component of income tax expense. Renewable energy tax credits that have been generated and sold are presented as accounts receivable on CMSEnergys and Consumers consolidated balance sheets until proceeds from the sale are received. Proceeds from the sale of tax credits are presented as operating activities on their consolidated statements of cash flows, consistent with the presentation of cash taxes paid. During 2025, CMSEnergy sold renewable energy tax credits generated in 2025 and received proceeds of $36million, all of which was recognized at Consumers. CMSEnergy also received proceeds of $13million during 2025 from the 2024 sale of renewable energy tax credits, all of which was recognized at Consumers. CMSEnergy will receive an additional $32million in 2026 from the renewable energy tax credits generated and sold in 2025, of which $10million will be recognized at Consumers. Presented in the following table are the significant components of income tax expense on continuing operations: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Current income taxes | | | Federal | $ | 34 | $ | 34 | $ | 5 | | | State and local | 9 | | 1 | | | $ | 43 | $ | 34 | $ | 6 | | | Deferred income taxes | | | Federal | 107 | 70 | 107 | | | State and local | 100 | 76 | 38 | | | $ | 207 | $ | 146 | $ | 145 | | | Deferred income tax credit | (4) | (4) | (4) | | | Tax expense | $ | 246 | $ | 176 | $ | 147 | | | Consumers | | | Current income taxes | | | Federal | $ | 207 | $ | 78 | $ | 3 | | | State and local | 33 | 7 | 2 | | | $ | 240 | $ | 85 | $ | 5 | | | Deferred income taxes | | | Federal | (27) | 51 | 117 | | | State and local | 79 | 68 | 43 | | | $ | 52 | $ | 119 | $ | 160 | | | Deferred income tax credit | (4) | (4) | (4) | | | Tax expense | $ | 288 | $ | 200 | $ | 161 | | 164Table of ContentsPresented in the following table are income taxes paid: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Federal | $ | 28 | $ | 27 | $ | 15 | | | State | 1 | 1 | | | | | | Total | $ | 29 | $ | 28 | $ | 15 | | | Consumers | | | Federal | $ | 189 | $ | 57 | $ | 23 | | | State | 21 | | 8 | | | | | Total | $ | 210 | $ | 57 | $ | 31 | | CMSEnergy and Consumers are domiciled in the U.S. and are not subject to taxes in any foreign jurisdiction. State income taxes paid (net of refunds) are primarily attributable to the state of Michigan.165Table of ContentsPresented in the following table are the principal components of deferred income tax assets (liabilities) recognized: | | | In Millions | | | December31 | 2025 | 2024 | | | CMSEnergy, including Consumers | | | Deferred income tax assets | | | Net regulatory tax liability | $ | 294 | $ | 307 | | | Tax loss and credit carryforwards | 139 | 258 | | | Reserves and accruals | 16 | 27 | | | Total deferred income tax assets | $ | 449 | $ | 592 | | | Valuation allowance | (2) | (1) | | | Total deferred income tax assets, net of valuation allowance | $ | 447 | $ | 591 | | | Deferred income tax liabilities | | | Plant, property, and equipment | $ | (2,833) | $ | (2,682) | | | Employee benefits | (558) | (507) | | | Gas inventory | (24) | (38) | | | Securitized costs | (137) | (167) | | | Other | (147) | (122) | | | Total deferred income tax liabilities | $ | (3,699) | $ | (3,516) | | | Total net deferred income tax liabilities | $ | (3,252) | $ | (2,925) | | | Consumers | | | Deferred income tax assets | | | Net regulatory tax liability | $ | 294 | $ | 307 | | | Tax loss and credit carryforwards | 18 | 37 | | | Reserves and accruals | 13 | 24 | | | | | | | Total deferred income tax assets | $ | 325 | $ | 368 | | | Deferred income tax liabilities | | | Plant, property, and equipment | $ | (2,808) | $ | (2,658) | | | Employee benefits | (534) | (489) | | | Gas inventory | (24) | (38) | | | Securitized costs | (137) | (167) | | | Other | (23) | (69) | | | Total deferred income tax liabilities | $ | (3,526) | $ | (3,421) | | | Total net deferred income tax liabilities | $ | (3,201) | $ | (3,053) | | Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilities and the reported amounts on CMSEnergys and Consumers consolidated financial statements. 166Table of ContentsPresented in the following table are the tax loss and credit carryforwards at December31,2025: | | | In Millions | | | Tax Attribute | Expiration | | | CMSEnergy, including Consumers | | | | | Michigan net operating loss carryforwards | $ | 15 | 2030 2033 | | | Arkansas net operating loss carryforwards | 2 | 2033 - 2035 | | | Local net operating loss carryforwards | 2 | 2025 2040 | | | General business credits1 | 120 | 2038 2045 | | | | | | | | | Total tax attributes | $ | 139 | | | Consumers | | | | | Michigan net operating loss carryforwards | $ | 10 | 2030 2033 | | | | | General business credits1 | 8 | 2038 2045 | | | | | | | Total tax attributes | $ | 18 | | 1General business credits comprise research and development tax credits and renewable energy tax credits that are not expected to be transferred to thirdparties.CMSEnergy has provided a valuation allowance of $2million for state and local tax loss carryforwards. CMSEnergy and Consumers expect to utilize fully their tax loss and credit carryforwards for which no valuation allowance has been provided. It is reasonably possible that further adjustments will be made to the valuation allowances within oneyear.Presented in the following table is a reconciliation of the beginning and ending amount of uncertain tax benefits: | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Balance at beginning of period | $ | 24 | $ | 26 | $ | 28 | | | Additions for current-year tax positions | 2 | 1 | 1 | | | Additions for prior-year tax positions | 7 | 2 | | | | | | Reductions for lapse of statute of limitations | (4) | (5) | (3) | | | | | Balance at end of period | $ | 29 | $ | 24 | $ | 26 | | | Consumers | | | Balance at beginning of period | $ | 32 | $ | 36 | $ | 36 | | | Additions for current-year tax positions | 1 | 6 | 1 | | | Additions for prior-year tax positions | 7 | 1 | 2 | | | | | Reductions for lapse of statute of limitations | (4) | (11) | (3) | | | | | Balance at end of period | $ | 36 | $ | 32 | $ | 36 | | If recognized, all of these uncertain tax benefits would affect CMSEnergys and Consumers annual effective tax rates in future years. One uncertain tax benefit relates to the methodology of state apportionment for Consumers electricity sales to MISO. CMSEnergy has filed an appeal on an adverse ruling received from the Michigan Tax Tribunal on this methodology and a hearing was held in February2026.167Table of ContentsCMSEnergy and Consumers recognize accrued interest and penalties, where applicable, as part of income tax expense. CMSEnergy, including Consumers, recognized immaterial interest and penalties for each of the years ended December31,2025, 2024, and 2023.The amount of income taxes paid is subject to ongoing audits by federal, state, local, and foreign tax authorities, which can result in proposed assessments. CMSEnergys federal income tax returns for 2022 and subsequent years remain subject to examination by the IRS. CMSEnergys Michigan Corporate Income Tax returns for 2013 through 2016 and 2021 and subsequent years remain subject to examination by the State of Michigan. CMSEnergys and Consumers estimate of the potential outcome for any uncertain tax issue is highly judgmental. CMSEnergy and Consumers believe that their accrued tax liabilities at December31,2025 were adequate for all years.14:Earnings Per ShareCMSEnergyPresented in the following table are CMSEnergys basic and diluted EPS computations based on income from continuing operations: | | | InMillions,ExceptPerShareAmounts | | | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Income available to common stockholders | | | Income from continuing operations | $ | 1,002 | $ | 947 | $ | 807 | | | Less loss attributable to noncontrolling interests | (69) | (56) | (79) | | | Less preferred stock dividends | 10 | 10 | 10 | | | Income from continuing operations available to common stockholders basic and diluted | $ | 1,061 | $ | 993 | $ | 876 | | | Average common shares outstanding | | | Weighted-average shares basic | 300.4 | 297.6 | 291.2 | | | Add dilutive nonvested stock awards | 0.5 | 0.7 | 0.5 | | | Add dilutive forward equity sale contracts | 0.1 | | | | | | | Weighted-average shares diluted | 301.0 | 298.3 | 291.7 | | | Income from continuing operations per average common share available to common stockholders | | | Basic | $ | 3.53 | $ | 3.34 | $ | 3.01 | | | Diluted | 3.53 | 3.33 | 3.01 | | Nonvested Stock AwardsCMSEnergys nonvested stock awards are composed of participating and nonparticipating securities. The participating securities accrue cash dividends when common stockholders receive dividends. Since the recipient is not required to return the dividends to CMSEnergy if the recipient forfeits the award, the nonvested stock awards are considered participating securities. As such, the participating nonvested stock awards were included in the computation of basic EPS. The nonparticipating securities accrue stock dividends that vest concurrently with the stock award. If the recipient forfeits the award, the stock dividends accrued on the nonparticipating securities are also forfeited. Accordingly, the nonparticipating awards and stock dividends were included in the computation of diluted EPS, but not in the computation of basic EPS.168Table of ContentsForward Equity Sale ContractsCMSEnergy has entered into forward equity sale contracts. These forward equity sale contracts are non-participating securities. While the forward sale price in the forward equity sale contract is decreased on certain dates by certain predetermined amounts to reflect expected dividend payments, these price adjustments were set upon inception of the agreement and the forward contract does not give the owner the right to participate in undistributed earnings. Accordingly, the forward equity sale contracts were included in the computation of diluted EPS, but not in the computation of basic EPS.The potentially dilutive impact from these forward equity sale contracts is reflected in diluted EPS using the treasury stock method. There will be a dilutive effect on EPS when the average market price of common stock shares is above the applicable adjusted forward sale price. Additionally, any physical settlement or net share settlement of the agreements would dilute EPS. For further details on the forward equity sale contracts, see Note5, Financings and Capitalization.Convertible SecuritiesCMSEnergy has issued convertible senior notes. Potentially dilutive common shares issuable upon conversion of the convertible senior notes are determined using the if-converted method for calculating diluted EPS. Upon conversion, the convertible senior notes are required to be paid in cash with only amounts exceeding the principal permitted to be settled in shares. Accordingly, the convertible senior notes were included in the computation of diluted EPS, but not in the computation of basic EPS. The impact to diluted EPS was de minimis. 169Table of Contents15:RevenuePresented in the following tables are the components of operating revenue: | | | In Millions | | | Year Ended December31,2025 | Electric Utility | Gas Utility | NorthStar Clean Energy1 | Consolidated | | | CMSEnergy, including Consumers | | | Consumers utility revenue | $ | 5,578 | $ | 2,468 | $ | | $ | 8,046 | | | Other | | | 259 | 259 | | | Revenue recognized from contracts with customers | $ | 5,578 | $ | 2,468 | $ | 259 | $ | 8,305 | | | Leasing income | | | 149 | 149 | | | Financing income | 10 | 6 | | 16 | | | Consumers alternative-revenue programs | 50 | 19 | | 69 | | | | | Total operating revenue CMSEnergy | $ | 5,638 | $ | 2,493 | $ | 408 | $ | 8,539 | | | Consumers | | | Consumers utility revenue | | | Residential | $ | 2,661 | $ | 1,701 | $ | 4,362 | | | Commercial | 1,888 | 538 | 2,426 | | | Industrial | 762 | 62 | 824 | | | Other | 267 | 167 | 434 | | | Revenue recognized from contracts with customers | $ | 5,578 | $ | 2,468 | $ | 8,046 | | | | | Financing income | 10 | 6 | 16 | | | Alternative-revenue programs | 50 | 19 | 69 | | | | | Other non-segment revenue | | | 1 | | | Total operating revenue Consumers | $ | 5,638 | $ | 2,493 | $ | 8,132 | | 1Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities. 170Table of Contents | | | In Millions | | | Year Ended December31,2024 | Electric Utility | Gas Utility | NorthStar Clean Energy1 | Consolidated | | | CMSEnergy, including Consumers | | | Consumers utility revenue | $ | 4,995 | $ | 2,114 | $ | | $ | 7,109 | | | Other | | | 211 | 211 | | | Revenue recognized from contracts with customers | $ | 4,995 | $ | 2,114 | $ | 211 | $ | 7,320 | | | Leasing income | | | 105 | 105 | | | Financing income | 10 | 5 | | 15 | | | Consumers alternative-revenue programs | 56 | 19 | | 75 | | | | | Total operating revenue CMSEnergy | $ | 5,061 | $ | 2,138 | $ | 316 | $ | 7,515 | | | Consumers | | | Consumers utility revenue | | | Residential | $ | 2,318 | $ | 1,429 | $ | 3,747 | | | Commercial | 1,674 | 440 | 2,114 | | | Industrial | 670 | 50 | 720 | | | Other | 333 | 195 | 528 | | | Revenue recognized from contracts with customers | $ | 4,995 | $ | 2,114 | $ | 7,109 | | | | | Financing income | 10 | 5 | 15 | | | Alternative-revenue programs | 56 | 19 | 75 | | | | | Other non-segment revenue | | | 1 | | | Total operating revenue Consumers | $ | 5,061 | $ | 2,138 | $ | 7,200 | | 1Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities. 171Table of Contents | | | In Millions | | | Year Ended December31,2023 | Electric Utility | Gas Utility | NorthStar Clean Energy1 | Consolidated | | | CMSEnergy, including Consumers | | | Consumers utility revenue | $ | 4,686 | $ | 2,394 | $ | | $ | 7,080 | | | Other | | | 181 | 181 | | | Revenue recognized from contracts with customers | $ | 4,686 | $ | 2,394 | $ | 181 | $ | 7,261 | | | Leasing income | | | 116 | 116 | | | Financing income | 10 | 6 | | 16 | | | Consumers alternative-revenue programs | 49 | 20 | | 69 | | | | | Total operating revenue CMSEnergy | $ | 4,745 | $ | 2,420 | $ | 297 | $ | 7,462 | | | Consumers | | | Consumers utility revenue | | | Residential | $ | 2,236 | $ | 1,619 | $ | 3,855 | | | Commercial | 1,550 | 489 | 2,039 | | | Industrial | 660 | 60 | 720 | | | Other | 240 | 226 | 466 | | | Revenue recognized from contracts with customers | $ | 4,686 | $ | 2,394 | $ | 7,080 | | | | | Financing income | 10 | 6 | 16 | | | Alternative-revenue programs | 49 | 20 | 69 | | | | | Other non-segment revenue | | | 1 | | | Total operating revenue Consumers | $ | 4,745 | $ | 2,420 | $ | 7,166 | | 1Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities.Electric and Gas UtilitiesConsumers Utility Revenue: Consumers recognizes revenue primarily from the sale of electric and gas utility services at tariff-based rates regulated by the MPSC. Consumers customer base consists of a mix of residential, commercial, and diversified industrial customers. Consumers tariff-based sales performance obligations are described below.Consumers has performance obligations for the service of standing ready to deliver electricity or natural gas to customers, and it satisfies these performance obligations over time. Consumers recognizes revenue at a fixed rate as it provides these services. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by the MPSC through the rate-making process and represent the stand-alone selling price of Consumers service to stand ready to deliver.Consumers has performance obligations for the service of delivering the commodity of electricity or natural gas to customers, and it satisfies these performance obligations upon delivery. Consumers recognizes revenue at a price per unit of electricity or natural gas delivered, based on the tariffs established by the MPSC. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by the MPSC through the rate-making process and represent the stand-alone selling price of a bundled product comprising the commodity, electricity or natural gas, and the service of delivering such commodity.172Table of ContentsIn some instances, Consumers has specific fixed-term contracts with large commercial and industrial customers to provide electricity or gas at certain tariff rates or to provide gas transportation services at contracted rates. The amount of electricity and gas to be delivered under these contracts and the associated future revenue to be received are generally dependent on the customers needs. Accordingly, Consumers recognizes revenues at the tariff or contracted rate as electricity or gas is delivered to the customer. Consumers also has other miscellaneous contracts with customers related to pole and other property rentals and utility contract work. Generally, these contracts are short term or evergreen in nature.Accounts Receivable and Unbilled Revenues: Accounts receivable comprise trade receivables and unbilled receivables. CMSEnergy and Consumers record their accounts receivable at cost less an allowance for uncollectible accounts. The allowance is increased for uncollectible accounts expense and decreased for account write-offs net of recoveries. CMSEnergy and Consumers establish the allowance based on historical losses, managements assessment of existing economic conditions, customer payment trends, and reasonable and supported forecast information. CMSEnergy and Consumers assess late payment fees on trade receivables based on contractual past-due terms established with customers. Accounts are written off when deemed uncollectible, which is generally when they become sixmonths past due.CMSEnergy and Consumers recorded uncollectible accounts expense of $40million for the year ended December31,2025, $33million for the year ended December31,2024, and $34million for the year ended December31,2023. Consumers customers are billed monthly in cycles having billing dates that do not generally coincide with the end of a calendar month. This results in customers having received electricity or natural gas that they have not been billed for as of the month-end. Consumers estimates its unbilled revenues by applying an average billed rate to total unbilled deliveries for each customer class. Unbilled revenues, which are recorded as accounts receivable and accrued revenue on CMSEnergys and Consumers consolidated balance sheets, were $659million at December31,2025 and $584million at December31,2024.Alternativerevenue Programs: Consumers accounts for its energy waste reduction incentive mechanism, financial compensation mechanism, and demand response incentive mechanism as alternative-revenue programs. Consumers recognizes revenue related to the energy waste reduction incentive as soon as energy savings exceed the annual targets established by the MPSC. Revenue related to the financial compensation mechanism is recognized as payments are made on MPSC-approved PPAs. Under a demand response incentive mechanism, Consumers earns a financial incentive when it meets demand response targets set by the MPSC. Consumers recognizes revenue related to this program once demand response incentive objectives are complete, the incentive amount is calculable, and the incentive revenue will be collected within a 24month period. For additional information on these mechanisms, see Note3, Regulatory Matters.Consumers does not reclassify revenue from its alternative-revenue program to revenue from contracts with customers at the time the amounts are collected from customers.173Table of Contents16:Other Income and Other ExpensePresented in the following table are the components of other income and other expense at CMSEnergy and Consumers: | | | In Millions | | | YearsEndedDecember31 | 2025 | 2024 | 2023 | | | CMSEnergy, including Consumers | | | Other income | | | | | Gain on extinguishment of debt1 | $ | 72 | $ | 110 | $ | 131 | | | Interest income | 37 | 50 | 37 | | | Interest income related parties | 1 | | | | | Allowance for equity funds used during construction | 23 | 29 | 7 | | | Income from equity method investees | 5 | 7 | 7 | | | | | All other | 13 | 11 | 13 | | | Total other income CMSEnergy | $ | 151 | $ | 207 | $ | 195 | | | Consumers | | | Other income | | | | | Interest income | $ | 22 | $ | 42 | $ | 25 | | | Interest income related parties | 4 | 5 | 5 | | | Allowance for equity funds used during construction | 23 | 29 | 7 | | | | | All other | 6 | 9 | 12 | | | Total other income Consumers | $ | 55 | $ | 85 | $ | 49 | | | CMSEnergy, including Consumers | | | Other expense | | | Donations | $ | (10) | $ | (18) | $ | (1) | | | Civic and political expenditures | (7) | (5) | (5) | | | | | | | All other | (10) | (9) | (7) | | | Total other expense CMSEnergy | $ | (27) | $ | (32) | $ | (13) | | | Consumers | | | Other expense | | | Donations | $ | (10) | $ | (18) | $ | (1) | | | Civic and political expenditures | (5) | (5) | (5) | | | | | All other | (7) | (7) | (6) | | | Total other expense Consumers | $ | (22) | $ | (30) | $ | (12) | | 1For information regarding the gain on extinguishment of debt, see Note5, Financings and CapitalizationCMSEnergys Purchase of Consumers First Mortgage Bonds.174Table of Contents17:Reportable SegmentsReportable segments consist of business units defined by the products and services they offer. CMSEnergys and Consumers chief operating decision-maker is the CEO. The chief operating decision-maker evaluates segment performance and profitability using net income available to CMSEnergys common stockholders. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources.Resource allocation to CMSEnergys and Consumers segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, and capital requirements, aligning with CMSEnergys and Consumers strategic objectives and regulatory obligations. The chief operating decision-maker reviews budget-to-actual variances on a monthly basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions. For the electric utility and gas utility segments, the chief operating decision-maker uses this assessment to determine whether the segments are achieving their regulatory authorized return on equity. Accounting policies for CMSEnergys and Consumers segments are as described in Note1, Significant Accounting Policies. The consolidated financial statements reflect the assets, liabilities, revenues, and expenses of the individual segments when appropriate. Accounts are allocated among the segments when common accounts are attributable to more than one segment. The allocations are based on certain measures of business activities, such as revenue, labor dollars, customers, other operating and maintenance expense, construction expense, leased property, taxes, or functional surveys. For example, customer receivables are allocated based on revenue, and pension provisions are allocated based on labor dollars.Inter-segment sales and transfers are accounted for at current market prices and are eliminated in consolidated net income available to common stockholders by segment. Inter-segment sales and transfers were immaterial for all periods presented.CMSEnergyThe segments reported for CMSEnergy are:electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of electricity in Michigangas utility, consisting of regulated activities associated with the purchase, transmission, storage, distribution, and sale of natural gas in MichiganNorthStar Clean Energy, consisting of various subsidiaries engaging in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power productionCMSEnergy presents corporate interest and other expenses, discontinued operations, and Consumers other consolidated entities within other reconciling items.175Table of ContentsConsumersThe segments reported for Consumers are:electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of electricity in Michigangas utility, consisting of regulated activities associated with the purchase, transmission, storage, distribution, and sale of natural gas in MichiganConsumers other consolidated entities are presented within other reconciling items.Presented in the following tables is financial information by segment: | | | In Millions | | | Year Ended December31,2025 | Electric Utility | Gas Utility | NorthStar Clean Energy | Segments Total | Other Reconciling Items | Consolidated | | | CMSEnergy, including Consumers | | | Operating revenue | $ | 5,638 | $ | 2,493 | $ | 408 | $ | 8,539 | $ | | $ | 8,539 | | | Operating expenses | | | Power supply cost1 | 2,193 | | 264 | 2,457 | | 2,457 | | | Cost of gas sold | | 803 | 6 | 809 | | 809 | | | Maintenance and other operating expenses | 1,146 | 468 | 100 | 1,714 | 13 | 1,727 | | | Depreciation and amortization | 903 | 350 | 52 | 1,305 | 1 | 1,306 | | | General taxes | 297 | 201 | 14 | 512 | 1 | 513 | | | Total operating expenses | 4,539 | 1,822 | 436 | 6,797 | 15 | 6,812 | | | Operating Income (Loss) | 1,099 | 671 | (28) | 1,742 | (15) | 1,727 | | | Other income2 | 124 | 83 | 17 | 224 | 86 | 310 | | | Interest charges | 353 | 206 | (7) | 552 | 237 | 789 | | | Income (Loss) Before Income Taxes | 870 | 548 | (4) | 1,414 | (166) | 1,248 | | | Income tax expense (benefit) | 150 | 138 | (4) | 284 | (38) | 246 | | | Income (Loss) From Continuing Operations | 720 | 410 | | 1,130 | (128) | 1,002 | | | Other segment items3 | (1) | (1) | 71 | 69 | (10) | 59 | | | Net Income (Loss) Available to Common Stockholders | $ | 719 | $ | 409 | $ | 71 | $ | 1,199 | $ | (138) | $ | 1,061 | | | Property, plant, and equipment, gross | $ | 21,871 | 4 | $ | 14,218 | 4 | $ | 1,649 | $ | 37,738 | $ | 25 | $ | 37,763 | | | Investments in equity method investees | | | 61 | 61 | | 61 | | | Total assets | 22,760 | 4 | 14,188 | 4 | 2,496 | 39,444 | 497 | 39,941 | | | Capital expenditures5 | 2,408 | 6 | 1,064 | 6 | 498 | 3,970 | | 3,970 | | 1Power supply costs comprise fuel for electric generation, purchased and interchange power, and purchased power related parties.2Includes income from equity method investees of $5million attributable to NorthStar Clean Energy. See Note16, Other Income and Other ExpenseTable of Contents3Other segment items comprise loss attributable to noncontrolling interests and preferred stock dividends.4Amounts include a portion of Consumers other common assets attributable to both the electric and gas utility businesses.5Amounts include assets placed under finance lease.6Amounts include a portion of Consumers capital expenditures for plant and equipment attributable to both the electric and gas utility businesses. | | | In Millions | | | Year Ended December31,2025 | Electric Utility | Gas Utility | Segments Total | Other Reconciling Items | Consolidated | | | Consumers | | | Operating revenue | $ | 5,638 | $ | 2,493 | $ | 8,131 | $ | 1 | $ | 8,132 | | | Operating expenses | | | Power supply cost1 | 2,193 | | 2,193 | | 2,193 | | | Cost of gas sold | | 803 | 803 | | 803 | | | Maintenance and other operating expenses | 1,146 | 468 | 1,614 | | 1,614 | | | Depreciation and amortization | 903 | 350 | 1,253 | 1 | 1,254 | | | General taxes | 297 | 201 | 498 | 1 | 499 | | | Total operating expenses | 4,539 | 1,822 | 6,361 | 2 | 6,363 | | | Operating Income (Loss) | 1,099 | 671 | 1,770 | (1) | 1,769 | | | Other income | 124 | 83 | 207 | 1 | 208 | | | Interest charges | 353 | 206 | 559 | 1 | 560 | | | Income (Loss) Before Income Taxes | 870 | 548 | 1,418 | (1) | 1,417 | | | Income tax expense | 150 | 138 | 288 | | 288 | | | Net Income (Loss) | 720 | 410 | 1,130 | (1) | 1,129 | | | Other segment items2 | (1) | (1) | (2) | | (2) | | | Net Income (Loss) Available to Common Stockholder | $ | 719 | $ | 409 | $ | 1,128 | $ | (1) | $ | 1,127 | | | Property, plant, and equipment, gross | $ | 21,871 | 3 | $ | 14,218 | 3 | $ | 36,089 | $ | 31 | $ | 36,120 | | | Total assets | 22,814 | 3 | 14,229 | 3 | 37,043 | 48 | 37,091 | | | Capital expenditures4 | 2,408 | 5 | 1,064 | 5 | 3,472 | | 3,472 | | 1Power supply costs comprise fuel for electric generation, purchased and interchange power, and purchased power related parties.2Other segment items comprise preferred stock dividends.3Amounts include a portion of Consumers other common assets attributable to both the electric and gas utility businesses.4Amounts include assets placed under finance lease.5Amounts include a portion of Consumers capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.177Table of Contents | | | In Millions | | | Year Ended December31,2024 | Electric Utility | Gas Utility | NorthStar Clean Energy | Segments Total | Other Reconciling Items | Consolidated | | | CMSEnergy, including Consumers | | | Operating revenue | $ | 5,061 | $ | 2,138 | $ | 316 | $ | 7,515 | $ | | $ | 7,515 | | | Operating expenses | | | Power supply cost1 | 1,867 | | 161 | 2,028 | | 2,028 | | | Cost of gas sold | | 637 | 3 | 640 | | 640 | | | Maintenance and other operating expenses | 1,066 | 454 | 101 | 1,621 | 17 | 1,638 | | | Depreciation and amortization | 865 | 325 | 49 | 1,239 | 1 | 1,240 | | | General taxes | 281 | 188 | 12 | 481 | 1 | 482 | | | Total operating expenses | 4,079 | 1,604 | 326 | 6,009 | 19 | 6,028 | | | Operating Income (Loss) | 982 | 534 | (10) | 1,506 | (19) | 1,487 | | | Other income2 | 126 | 86 | 14 | 226 | 118 | 344 | | | Interest charges | 324 | 192 | 4 | 520 | 188 | 708 | | | Income (Loss) Before Income Taxes | 784 | 428 | | 1,212 | (89) | 1,123 | | | Income tax expense (benefit) | 102 | 99 | (5) | 196 | (20) | 176 | | | Income (Loss) From Continuing Operations | 682 | 329 | 5 | 1,016 | (69) | 947 | | | Other segment items3 | (1) | (1) | 58 | 56 | (10) | 46 | | | Net Income (Loss) Available to Common Stockholders | $ | 681 | $ | 328 | $ | 63 | $ | 1,072 | $ | (79) | $ | 993 | | | Property, plant, and equipment, gross | $ | 20,137 | 4 | $ | 13,268 | 4 | $ | 1,506 | $ | 34,911 | $ | 21 | $ | 34,932 | | | Investments in equity method investees | | | 64 | 64 | | 64 | | | Total assets | 20,710 | 4 | 13,247 | 4 | 1,893 | 35,850 | 70 | 35,920 | | | Capital expenditures5 | 1,871 | 6 | 1,141 | 6 | 288 | $ | 3,300 | 1 | 3,301 | | 1Power supply costs comprise fuel for electric generation, purchased and interchange power, and purchased power related parties.2Includes income from equity method investees of $7million attributable to NorthStar Clean Energy. See Note16, Other Income and Other Expense.3Other segment items comprise loss attributable to noncontrolling interests and preferred stock dividends.4Amounts include a portion of Consumers other common assets attributable to both the electric and gas utility businesses.5Amounts include assets placed under finance lease.6Amounts include a portion of Consumers capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.178Table of Contents | | | In Millions | | | Year Ended December31,2024 | Electric Utility | Gas Utility | Segments Total | Other Reconciling Items | Consolidated | | | Consumers | | | Operating revenue | $ | 5,061 | $ | 2,138 | $ | 7,199 | $ | 1 | $ | 7,200 | | | Operating expenses | | | Power supply cost1 | 1,867 | | 1,867 | | 1,867 | | | Cost of gas sold | | 637 | 637 | | 637 | | | Maintenance and other operating expenses | 1,066 | 454 | 1,520 | | 1,520 | | | Depreciation and amortization | 865 | 325 | 1,190 | 1 | 1,191 | | | General taxes | 281 | 188 | 469 | 1 | 470 | | | Total operating expenses | 4,079 | 1,604 | 5,683 | 2 | 5,685 | | | Operating Income (Loss) | 982 | 534 | 1,516 | (1) | 1,515 | | | Other income | 126 | 86 | 212 | | 212 | | | Interest charges | 324 | 192 | 516 | 2 | 518 | | | Income (Loss) Before Income Taxes | 784 | 428 | 1,212 | (3) | 1,209 | | | Income tax expense (benefit) | 102 | 99 | 201 | (1) | 200 | | | Net Income (Loss) | 682 | 329 | 1,011 | (2) | 1,009 | | | Other segment items2 | (1) | (1) | (2) | | (2) | | | Net Income (Loss) Available to Common Stockholder | $ | 681 | $ | 328 | $ | 1,009 | $ | (2) | $ | 1,007 | | | Property, plant, and equipment, gross | $ | 20,137 | 3 | $ | 13,268 | 3 | $ | 33,405 | $ | 29 | $ | 33,434 | | | Total assets | 20,767 | 3 | 13,289 | 3 | 34,056 | 32 | 34,088 | | | Capital expenditures4 | 1,871 | 5 | 1,141 | 5 | 3,012 | | 3,012 | | 1Power supply costs comprise fuel for electric generation, purchased and interchange power, and purchased power related parties.2Other segment items comprise preferred stock dividends.3Amounts include a portion of Consumers other common assets attributable to both the electric and gas utility businesses.4Amounts include assets placed under finance lease.5Amounts include a portion of Consumers capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.179Table of Contents | | | In Millions | | | Year Ended December31,2023 | Electric Utility | Gas Utility | NorthStar Clean Energy | Segments Total | Other Reconciling Items | Consolidated | | | CMSEnergy, including Consumers | | | Operating revenue | $ | 4,745 | $ | 2,420 | $ | 297 | $ | 7,462 | $ | | $ | 7,462 | | | Operating expenses | | | Power supply cost1 | 1,841 | | 170 | 2,011 | | 2,011 | | | Cost of gas sold | | 897 | 5 | 902 | | 902 | | | Maintenance and other operating expenses | 1,075 | 511 | 88 | 1,674 | 13 | 1,687 | | | Depreciation and amortization | 797 | 338 | 43 | 1,178 | 2 | 1,180 | | | General taxes | 260 | 176 | 10 | 446 | 1 | 447 | | | Total operating expenses | 3,973 | 1,922 | 316 | 6,211 | 16 | 6,227 | | | Operating Income (Loss) | 772 | 498 | (19) | 1,251 | (16) | 1,235 | | | Other income2 | 131 | 77 | 12 | 220 | 142 | 362 | | | Interest charges | 285 | 161 | 2 | 448 | 195 | 643 | | | Income (Loss) Before Income Taxes | 618 | 414 | (9) | 1,023 | (69) | 954 | | | Income tax expense (benefit) | 67 | 98 | 4 | 169 | (22) | 147 | | | Income (Loss) From Continuing Operations | 551 | 316 | (13) | 854 | (47) | 807 | | | Other segment items3 | (1) | (1) | 80 | 78 | (8) | 70 | | | Net Income (Loss) Available to Common Stockholders | $ | 550 | $ | 315 | $ | 67 | $ | 932 | $ | (55) | $ | 877 | | 1Power supply costs comprise fuel for electric generation, purchased and interchange power, and purchased power related parties.2Includes income from equity method investees of $7million attributable to NorthStar Clean Energy. See Note16, Other Income and Other Expense.3Other segment items comprise income from discontinued operations, net of tax, loss attributable to noncontrolling interests, and preferred stock dividends.180Table of Contents | | | In Millions | | | Year Ended December31,2023 | Electric Utility | Gas Utility | Segments Total | Other Reconciling Items | Consolidated | | | Consumers | | | Operating revenue | $ | 4,745 | $ | 2,420 | $ | 7,165 | $ | 1 | $ | 7,166 | | | Operating expenses | | | Power supply cost1 | 1,841 | | 1,841 | | 1,841 | | | Cost of gas sold | | 897 | 897 | | 897 | | | Maintenance and other operating expenses | 1,075 | 511 | 1,586 | | 1,586 | | | Depreciation and amortization | 797 | 338 | 1,135 | 2 | 1,137 | | | General taxes | 260 | 176 | 436 | 1 | 437 | | | Total operating expenses | 3,973 | 1,922 | 5,895 | 3 | 5,898 | | | Operating Income (Loss) | 772 | 498 | 1,270 | (2) | 1,268 | | | Other income | 131 | 77 | 208 | | 208 | | | Interest charges | 285 | 161 | 446 | 2 | 448 | | | Income (Loss) Before Income Taxes | 618 | 414 | 1,032 | (4) | 1,028 | | | Income tax expense (benefit) | 67 | 98 | 165 | (4) | 161 | | | Net Income | 551 | 316 | 867 | | 867 | | | Other segment items2 | (1) | (1) | (2) | | (2) | | | Net Income Available to Common Stockholder | $ | 550 | $ | 315 | $ | 865 | $ | | $ | 865 | | 1Power supply costs comprise fuel for electric generation, purchased and interchange power, and purchased power related parties.2Other segment items comprise preferred stock dividends.181Table of Contents18:Related-party TransactionsConsumersConsumers enters into a number of transactions with related parties in the normal course of business. These transactions include but are not limited to:purchases of electricity from affiliates of NorthStar Clean Energypayments to and from CMSEnergy related to parent company overhead costspayments of principal and interest when due to CMSEnergy related to borrowings under certain credit agreements and CMSEnergys repurchase of Consumers first mortgage bondsTransactions involving power supply purchases from certain affiliates of NorthStar Clean Energy are based on state law and competitive bidding. The payment of parent company overhead costs is based on the use of accepted industry allocation methodologies. These payments are for costs that occur in the normal course of business. Purchases of power and capacity from affiliates of NorthStar Clean Energy totaled $94million in 2025, $71million in 2024, and $75million in 2023. Amounts payable to related parties for purchased power and other services were $19million at December31,2025 and $20million at December31,2024. Accounts receivable from related parties were $13million at December31,2025 and $15million at December31,2024.CMSEnergy has a demand note payable to the DBSERP rabbi trust. The demand note bears interest at an annual rate of 4.10percent and has a maturity date of 2028. The portion of the demand note attributable to Consumers was recorded as a note receivable related party on Consumers consolidated balance sheets at December31,2025 and 2024. For more information about Consumers note receivable related party, see Note7, Financial Instruments.Consumers has a natural gas transportation agreement with a subsidiary of CMSEnergy that extends through 2038, related to a pipeline owned by Consumers. For additional details about the agreement, see Note9, Leases.CMSEnergy has repurchased certain of Consumers first mortgage bonds. Interest payable to related parties was $9million at December31,2025 and $7million at December31,2024. For more information about these repurchases, see Note5, Financings and CapitalizationCMSEnergys Purchase of Consumers First Mortgage Bonds.In December2025, Consumers renewed a short-term credit agreement with CMSEnergy, permitting Consumers to borrow up to $500million. For additional details about the agreement, see Note5, Financings and CapitalizationShort-term Borrowings.182Table of Contents19:Variable Interest EntitiesConsolidated VIEs: In March2025, NorthStar Clean Energy sold a 50percent interest in NWOWind Equity Holdings for net proceeds of $36million. NWOWind Equity Holdings holds the ClassB membership interest in NWOHoldco, the holding company of a 100MW wind project located in Paulding County, Ohio. Additionally in March2025, NorthStar Clean Energy sold a 50percent interest in Delta Solar Equity Holdings for net proceeds of $8million. Delta Solar Equity Holdings is the holding company of a 24MW solar project located in Delta Township, Michigan. In December2025, NorthStar Clean Energy sold a ClassA membership interest in BGSolar Holdings to a tax equity investor. BGSolar Holdings is the holding company of a 200MW solar generation project being constructed in Branch County, Michigan. All of the projects nameplate capacity has been committed under a 15year renewable energy purchase agreement. The tax equity investor contributed $15million and recognized a deemed contribution of $35million associated with BGSolar Holdings sale of investment tax credits related to a portion of the project placed into service for tax purposes in 2025. The tax equity investor will contribute additional amounts upon commercial operation of the project in 2026. NorthStar Clean Energy consolidates these and other entities that it does not wholly own, but for which it manages and controls the entities operating activities. NorthStar Clean Energy is the primary beneficiary of these entities because it has the power to direct the activities that most significantly impact the economic performance of the companies, as well as the obligation to absorb losses or the right to receive benefits from the companies. Presented in the following table is information about the VIEs NorthStar Clean Energy consolidates: | | | Consolidated VIE | NorthStar Clean Energys ownershipinterest | Description of VIE | | | Aviator Wind Equity Holdings | 51-percent ownership interest1 | Holds a Class B membership interestinAviatorWind | | | Aviator Wind | Class B membership interest2 | Holding company of a 525-MW wind generation project in Coke County, Texas | | | BGSolar Holdings | Class B membership interest2 | Holding company of a 200-MW solar generationproject in Branch County, Michigan | | | Delta Solar Equity Holdings | 50-percent ownership interest1 | Holding company of a 24-MW solar generationproject in Delta Township, Michigan | | | Newport Solar Holdings | Class B membership interest2 | Holding company of a 180MW solar generation project in Jackson County, Arkansas | | | NWOWind Equity Holdings | 50percent ownership interest1 | Holds a Class B membership interestinNWOHoldco | | | NWOHoldco | Class B membership interest2 | Holding company of a 100-MW wind generation project in Paulding County, Ohio | | 1The remaining ownership interest is presented as noncontrolling interest on CMSEnergys consolidated balance sheets. 2The ClassA membership interest in the entity is held by a tax equity investor and is presented as noncontrolling interest on CMSEnergys consolidated balance sheets. Under the associated limited liability company agreement, the tax equity investor is guaranteed preferred returns from the entity. Earnings, tax attributes, and cash flows generated by the entities in which NorthStar Clean Energy holds a ClassB membership are allocated among and distributed to the membership classes in accordance with 183 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) the ratios specified in the associated limited liability company agreements; these ratios change over time and are not representative of the ownership interest percentages of each membership class. Since these entities income and cash flows are not distributed among their investors based on ownership interest percentages, NorthStar Clean Energy allocates the entities income (loss) among the investors by applying the hypothetical liquidation at book value method. This method calculates each investors earnings based on a hypothetical liquidation of the entities at the net book value of underlying assets as of the balance sheet date. The liquidation tax gain (loss) is allocated to each investors capital account, resulting in income (loss) equal to the period change in the investors capital account balance. Presented in the following table are the carrying values of the VIEs assets and liabilities included on CMSEnergys consolidated balance sheets: | | | In Millions | | | December31 | 2025 | 2024 | | | Current | | | Cash and cash equivalents | $ | 20 | $ | 18 | | | Restricted cash | 19 | | | | Accounts receivable | 42 | 4 | | | Prepayments and other current assets | 5 | 3 | | | Non-current | | | Plant, property, and equipment, net | 1,037 | 1,024 | | | Construction work in progress | 357 | | | | Other non-current assets | 5 | 3 | | | Total assets1 | $ | 1,485 | $ | 1,052 | | | Current | | | Current portion of long-term debt and finance leases | $ | 65 | $ | | | | Accounts payable | 29 | 8 | | | | | Non-current | | | Long-term debt | 118 | | | | Non-current portion of finance leases | 39 | 23 | | | AROs | 38 | 33 | | | Other non-current liabilities | 3 | | | | Total liabilities | $ | 292 | $ | 64 | | 1Assets may be used only to meet VIEs obligations and commitments.NorthStar Clean Energy is obligated under certain indemnities that protect the tax equity investors against losses incurred as a result of breaches of representations and warranties under the associated limited liability company agreements. For additional details on these indemnity obligations, see Note4, Contingencies and CommitmentsGuarantees.Consumers wholly-owned subsidiaries, Consumers 2014Securitization Funding and Consumers 2023Securitization Funding, are VIEs designed to collateralize Consumers securitization bonds. These entities are considered VIEs primarily because their equity capitalization is insufficient to support their operations. Consumers is the primary beneficiary of and consolidates these VIEs, as it has the power to direct the activities that most significantly impact the economic performance of the companies, as well as the obligation to absorb losses or the right to receive benefits from the companies. The VIEs primary assets and liabilities comprise non-current regulatory assets and long-term debt. For more information on 184Table of Contentsthese assets and liabilities, see Note3, Regulatory MattersSecuritized Costs and Note5, Financings and CapitalizationSecuritization BondsNon-consolidated VIEs: NorthStar Clean Energy has variable interests in T.E.S.Filer City, Grayling, Genesee, and Craven. While NorthStar Clean Energy owns 50percent of each partnership, it is not the primary beneficiary of any of these partnerships because decision making is shared among unrelated parties, and no one party has the ability to direct the activities that most significantly impact the entities economic performance, such as operations and maintenance, plant dispatch, and fuel strategy. The partners must agree on all major decisions for each of the partnerships.Presented in the following table is information about these partnerships, which are accounted for using the equity method: | | | Name | NatureoftheEntity | Nature of NorthStar Clean Energys Involvement | | | T.E.S.Filer City | Coal-fueled power generator | Long-term PPA between partnership and Consumers | | | Employee assignment agreement | | | | | Grayling | Wood waste-fueled power generator | Long-term PPA between partnership and Consumers | | | Reduced dispatch agreement with Consumers1 | | | Operating and management contract | | | | | Genesee | Wood waste-fueled power generator | Long-term PPA between partnership and Consumers | | | Reduced dispatch agreement with Consumers1 | | | Operating and management contract | | | | | Craven | Wood waste-fueled power generator | Operating and management contract | | | | 1Reduced dispatch agreements allow the facilities to be dispatched based on the market price of power compared with the cost of production of the plants. This results in fuel cost savings that each partnership shares with Consumers customers.The creditors of these partnerships do not have recourse to the general credit of CMSEnergy, NorthStar Clean Energy, or Consumers. NorthStar Clean Energys maximum risk exposure to these partnerships is generally limited to its investment in the partnerships, which is included in investments on CMSEnergys consolidated balance sheets in the amount of $54million at December31,2025 and $64million at December31,2024.185Table of Contents20:Exit Activities and Asset SalesJ.H.Campbell Retirement: Under its integrated resource plan, Consumers had planned to retire J.H.Campbell in 2025. In order to ensure necessary staffing at J.H.Campbell through the planned retirement, Consumers implemented a retention incentive program. Consumers made final payments under this retention plan in November2025. The aggregate cost of this program was $48million, which has been deferred as a regulatory asset. The MPSC has approved recovery of these retention costs over three years.The retirement of J.H.Campbell is subject to temporary extensions under emergency orders issued by the U.S.Secretary of Energy. As a result, Consumers has implemented retention measures to ensure appropriate staffing levels and expects to incur up to $4million during each 90day emergency order period. Consumers will seek recovery of these retention costs from FERC, consistent with rate recovery sought for other costs of complying with the emergency orders. For additional information on the emergency orders associated with J.H.Campbell, see Note3, Regulatory Matters. Presented in the following table is a reconciliation of the retention benefit liability recorded in other current liabilities on Consumers consolidated balance sheets: | | | In Millions | | | Year Ended December31 | 2025 | 2024 | | | Retention benefit liability at beginning of period | $ | 14 | $ | 16 | | | | | Costs deferred as a regulatory asset | 7 | 8 | | | | | Costs paid or settled | (19) | (10) | | | Retention benefit liability at the end of the period | $ | 2 | $ | 14 | | Sale of Hydroelectric Facilities: In September2025, Consumers signed an agreement to sell its 13river hydroelectric dams, which are located throughout Michigan, to a non-affiliated company. Additionally, Consumers signed an agreement to purchase power generated by the facilities for 30 years, at a price that reflects the counterpartys acceptance of the risks and rewards of ownership of the facilities, including FERC licensing obligations. The agreements are contingent upon MPSC and FERC approval, for which Consumers filed in October2025. Timing of the regulatory review process is uncertain and could extend 12 to 18 months or longer. In Consumers most recent electric rate case, the MPSC approved deferred accounting treatment for costs of owning and operating the hydroelectric dams pending and until completion of the transaction. At December31,2025, the net book value of the hydroelectric facilities was immaterial.To ensure necessary staffing at the hydroelectric facilities through the anticipated sale, Consumers has provided current employees at the facilities with a retention incentive program. Subsequently, to ensure continued safe operation of the facilities after the sale, the buyer will offer employment to the current hydroelectric employees for a period of at least a year. The retention incentive benefits are contingent upon MPSC and FERC approval of the sale transaction. 186Table of Contents(This page intentionally left blank)187Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of CMSEnergy CorporationOpinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of CMSEnergy Corporation and its subsidiaries (the Company) as of December31,2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the threeyears in the period ended December31,2025, including the related notes and financial statement schedules listed in the index appearing under Item15 (collectively referred to as the consolidated financial statements). We also have audited the Companys internal control over financial reporting as of December31,2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December31,2025 and 2024, and the results of its operations and its cash flows for each of the threeyears in the period ended December31,2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December31,2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.Basis for OpinionsThe Companys management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Annual Report on Internal Control Over Financial Reporting appearing under Item9A. Our responsibility is to express opinions on the Companys consolidated financial statements and on the Companys internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rulesand regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.188Table of ContentsDefinition and Limitations of Internal Control over Financial ReportingA companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit MattersThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i)relates to accounts or disclosures that are material to the consolidated financial statements and (ii)involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Accounting for the Effects of New Regulatory MattersAs described in Note3 to the consolidated financial statements, the Company is a utility and must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, the Company records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by a nonregulated business. As of December31,2025 the Company has recognized a total of $3,459million of regulatory assets, $4,176million of regulatory liabilities, $38million of accrued revenues, and $28million of accrued rate refunds. As described by management, there are multiple participants to rate case proceedings who often challenge various aspects of those proceedings, including the prudence of the Companys policies and practices. These participants often seek cost disallowances and other relief and have appealed significant decisions reached by the regulators. The recovery of regulatory assets and the settlement of regulatory liabilities are contingent upon the outcomes of rate cases and regulatory proceedings. The principal considerations for our determination that performing procedures relating to accounting for the effects of new regulatory matters is a critical audit matter are (i)the high degree of auditor judgment and subjectivity applied to evaluate managements assessment of the potential outcomes and related accounting impacts associated with pending rate case proceedings; (ii)in some cases, the significant audit effort necessary to assess contrary evidence from various parties involved in rate case proceedings; and (iii)the significant audit effort necessary to evaluate audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to 189Table of Contentsmanagements assessment of regulatory proceedings, including the probability of recovering incurred costs and the related accounting and disclosure impacts. These procedures also included, among others, (i)evaluating the Companys correspondence with regulators; (ii) evaluating the reasonableness of managements assessment regarding whether recovery of regulatory assets and settlement of regulatory liabilities is probable; (iii) evaluating the sufficiency of the disclosures in the consolidated financial statements; and (iv) testing, on a sample basis, the regulatory assets and liabilities, including those subject to pending rate cases and regulatory proceedings, based on (a) provisions and formulas outlined in rate orders; (b) other regulatory correspondence; and (c) application of relevant regulatory precedents./s/ PricewaterhouseCoopersLLPDetroit, MichiganFebruary10, 2026We have served as the Companys auditor since 2007.190Table of Contents(This page intentionally left blank)191Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of Consumers Energy CompanyOpinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of Consumers Energy Company and its subsidiaries (the Company) as of December31,2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the threeyears in the period ended December31,2025, including the related notes and financial statement schedule listed in the index appearing under Item15 (collectively referred to as the consolidated financial statements). We also have audited the Companys internal control over financial reporting as of December31,2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December31,2025 and 2024, and the results of its operations and its cash flows for each of the threeyears in the period ended December31,2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December31,2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.Basis for OpinionsThe Companys management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Annual Report on Internal Control Over Financial Reporting appearing under Item9A. Our responsibility is to express opinions on the Companys consolidated financial statements and on the Companys internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rulesand regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.192Table of ContentsDefinition and Limitations of Internal Control over Financial ReportingA companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit MattersThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i)relates to accounts or disclosures that are material to the consolidated financial statements and (ii)involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Accounting for the Effects of New Regulatory MattersAs described in Note3 to the consolidated financial statements, the Company is a utility and must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, the Company records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by a nonregulated business. As of December31,2025 the Company has recognized a total of $3,459million of regulatory assets, $4,176million of regulatory liabilities, $38million of accrued revenues, and $28million of accrued rate refunds. As described by management, there are multiple participants to rate case proceedings who often challenge various aspects of those proceedings, including the prudence of the Companys policies and practices. These participants often seek cost disallowances and other relief and have appealed significant decisions reached by the regulators. The recovery of regulatory assets and the settlement of regulatory liabilities are contingent upon the outcomes of rate cases and regulatory proceedings. The principal considerations for our determination that performing procedures relating to accounting for the effects of new regulatory matters is a critical audit matter are (i)the high degree of auditor judgment and subjectivity applied to evaluate managements assessment of the potential outcomes and related accounting impacts associated with pending rate case proceedings; (ii)in some cases, the significant audit effort necessary to assess contrary evidence from various parties involved in rate case proceedings; and (iii)the significant audit effort necessary to evaluate audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to 193Table of Contentsmanagements assessment of regulatory proceedings, including the probability of recovering incurred costs and the related accounting and disclosure impacts. These procedures also included, among others, (i) evaluating the Companys correspondence with regulators; (ii) evaluating the reasonableness of managements assessment regarding whether recovery of regulatory assets and settlement of regulatory liabilities is probable; (iii) evaluating the sufficiency of the disclosures in the consolidated financial statements; and (iv) testing, on a sample basis, the regulatory assets and liabilities, including those subject to pending rate cases and regulatory proceedings, based on (a) provisions and formulas outlined in rate orders; (b) other regulatory correspondence; and (c) application of relevant regulatory precedents./s/ PricewaterhouseCoopersLLPDetroit, MichiganFebruary10, 2026We have served as the Companys auditor since 2007.194Table of ContentsItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item9A.Controls and ProceduresCMSEnergyConclusion Regarding the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of management, including its CEO and CFO, CMSEnergy conducted an evaluation of its disclosure controls and procedures (as such term is defined in Rules13a15(e) and 15d15(e) under the Exchange Act). Based on such evaluation, CMSEnergys CEO and CFO have concluded that its disclosure controls and procedures were effective as of December31,2025.Managements Annual Report on Internal Control Over Financial Reporting: CMSEnergys management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules13a15(f) and 15d15(f). CMSEnergys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of CMSEnergyprovide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of CMSEnergy are being made only in accordance with authorizations of management and directors of CMSEnergyprovide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of CMSEnergys assets that could have a material effect on its financial statementsManagement, including its CEO and CFO, does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, any evaluation of the effectiveness of controls is subject to risks that those internal controls may become inadequate in future periods because of changes in business conditions, or that the degree of compliance with the policies or procedures deteriorates.Under the supervision and with the participation of management, including its CEO and CFO, CMSEnergy conducted an evaluation of the effectiveness of its internal control over financial reporting as of December31,2025. In making this evaluation, management used the criteria set forth in the framework in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, CMSEnergys management concluded that its internal control over financial reporting was effective as of December31,2025. The effectiveness of CMSEnergys internal control over financial reporting as of December31,2025 has 195Table of Contentsbeen audited by PricewaterhouseCoopersLLP, an independent registered public accounting firm, as stated in their report which appears under Item8. Financial Statements and Supplementary Data.Changes in Internal Control Over Financial Reporting: There have not been any changes in CMSEnergys internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.ConsumersConclusion Regarding the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of its disclosure controls and procedures (as such term is defined in Rules13a15(e) and 15d15(e) under the Exchange Act). Based on such evaluation, Consumers CEO and CFO have concluded that its disclosure controls and procedures were effective as of December31,2025.Managements Annual Report on Internal Control Over Financial Reporting: Consumers management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules13a15(f) and 15d15(f). Consumers internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Consumersprovide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Consumers are being made only in accordance with authorizations of management and directors of Consumersprovide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Consumers assets that could have a material effect on its financial statementsManagement, including its CEO and CFO, does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, any evaluation of the effectiveness of controls is subject to risks that those internal controls may become inadequate in future periods because of changes in business conditions, or that the degree of compliance with the policies or procedures deteriorates.Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of the effectiveness of its internal control over financial reporting as of December31,2025. In making this evaluation, management used the criteria set forth in the framework in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, Consumers management concluded that its internal control over financial reporting was effective as of December31,2025. The effectiveness of Consumers internal control over financial reporting as of December31,2025 has been audited by PricewaterhouseCoopersLLP, an independent registered public accounting firm, as stated in their report which appears under Item8. Financial Statements and Supplementary Data.196Table of ContentsChanges in Internal Control Over Financial Reporting: There have not been any changes in Consumers internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.Item9B.Other InformationNone.Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.197Table of ContentsPartIIIItem10.Directors, Executive Officers and Corporate GovernanceCMSEnergyCMSEnergy has adopted an insider trading compliance policy and program applicable to directors, executive officers and employees, as well as CMSEnergy itself. CMSEnergy believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NewYork Stock Exchange listing standards. A copy of the insider trading policy is filed as Exhibit19.1 to this Form10K. Additional information that is required in Item10 of this Form10K regarding executive officers is included in the Item1. BusinessInformation About CMSEnergys and Consumers Executive Officers section, which is incorporated by reference herein.Information that is required in Item10 of this Form10K regarding directors, executive officers, and corporate governance is incorporated by reference from CMSEnergys and Consumers definitive proxy statement for their 2026Annual Meetings of Shareholders to be held May8,2026. The proxy statement will be filed with the SEC, pursuant to Regulation14A under the Exchange Act, within 120days after the end of the fiscal year covered by this Form10K, all of which information is hereby incorporated by reference in, and made part of, this Form10K.Code of EthicsCMSEnergy has adopted an employee code of ethics, entitled CMSEnergy Code of Conduct and Guide to Ethical Business Behavior (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMSEnergy and its affiliates. The Employee Code is administered by the Chief Compliance Officer of CMSEnergy, who reports directly to the Audit Committee. CMSEnergy has also adopted a director code of ethics entitled Board of Directors Code of Conduct and Guide to Ethical Business Behavior (Director Code) that applies to its directors. The Director Code is administered by the Audit Committee. Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee, or if none, by disinterested members of the entire Board. The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to CMSEnergys CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of CMSEnergys Director Code will be disclosed on CMSEnergys website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.ConsumersConsumers has adopted an insider trading compliance policy and program applicable to directors, executive officers and employees, as well as Consumers itself. Consumers believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NewYork Stock Exchange listing standards. A copy of the insider trading policy is filed as Exhibit19.1 to this Form10K. Additional information that is required in Item10 of this Form10K regarding executive officers is included in the Item1. BusinessInformation About CMSEnergys and Consumers Executive Officers section, which is incorporated by reference herein.Information that is required in Item10 of this Form10K regarding directors, executive officers, and corporate governance is incorporated by reference from CMSEnergys and Consumers definitive proxy statement for their 2026Annual Meetings of Shareholders to be held May8,2026. The proxy statement 198Table of Contentswill be filed with the SEC, pursuant to Regulation14A under the Exchange Act, within 120days after the end of the fiscal year covered by this Form10K, all of which information is hereby incorporated by reference in, and made part of, this Form10K.Code of EthicsConsumers has adopted an employee code of ethics, entitled CMSEnergy Code of Conduct and Guide to Ethical Business Behavior (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates. The Employee Code is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee. Consumers has also adopted a director code of ethics entitled Board of Directors Code of Conduct and Guide to Ethical Business Behavior (Director Code) that applies to its directors. The Director Code is administered by the Audit Committee. Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee, or if none, by disinterested members of the entire Board. The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to Consumers CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of Consumers Director Code will be disclosed on Consumers website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.Item11.Executive CompensationSee the note below.Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersSecurities Authorized for Issuance Under Equity Compensation PlansPresented in the following table is information regarding CMSEnergys equity compensation plans as of December31,2025: | | | (a) | (b) | (c) | | | Plan Category | Number of securities tobe issued upon exerciseof outstanding options,warrants, and rights | Weighted-averageexercise price ofoutstanding options,warrants, and rights | Number of securities remainingavailable for future issuance underequity compensation plans (excludingsecurities reflected in column (a)) | | | Equity compensation plan approved by shareholders | | $ | | 3,965,601 | | Also see the note below.Item13.Certain Relationships and Related Transactions, and Director IndependenceSee the note below.199Table of ContentsItem14.Principal Accountant Fees and ServicesSee the note below.NOTE: Information that is required by PartIIIItems11, 12, 13, and 14 of this Form10K is incorporated by reference from CMSEnergys and Consumers definitive proxy statement for their 2026Annual Meetings of Shareholders to be held May8,2026. The proxy statement will be filed with the SEC, pursuant to Regulation14A under the Exchange Act, within 120days after the end of the fiscal year covered by this Form10K, all of which information is hereby incorporated by reference in, and made part of, this Form10K.200Table of ContentsPartIVItem15.Exhibits and Financial Statement SchedulesThe following financial statements are filed as part of this report under Item8. Financial Statements and Supplementary Data:Consolidated Statements of Income of CMSEnergy for the years ended December31,2025, 2024, and 2023Consolidated Statements of Comprehensive Income of CMSEnergy for the years ended December31,2025, 2024, and 2023Consolidated Statements of Cash Flows of CMSEnergy for the years ended December31,2025, 2024, and 2023Consolidated Balance Sheets of CMSEnergy at December31,2025 and 2024 Consolidated Statements of Changes in Equity of CMSEnergy for the years ended December31,2025, 2024, and 2023Consolidated Statements of Income of Consumers for the years ended December31,2025, 2024, and 2023Consolidated Statements of Comprehensive Income of Consumers for the years ended December31,2025, 2024, and 2023Consolidated Statements of Cash Flows of Consumers for the years ended December31,2025, 2024, and 2023Consolidated Balance Sheets of Consumers at December31,2025 and 2024Consolidated Statements of Changes in Equity of Consumers for the years ended December31,2025, 2024, and 2023Notes to the Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm for CMSEnergyReport of Independent Registered Public Accounting Firm for ConsumersThe following financial statement schedules are included below:ScheduleI Condensed Financial Information of Registrant, CMSEnergyParent Company at December31,2025 and 2024 and for the years ended December31,2025, 2024, and 2023ScheduleII Valuation and Qualifying Accounts and Reserves of CMSEnergy for the years ended December31,2025, 2024, and 2023ScheduleII Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December31,2025, 2024, and 2023201Table of ContentsScheduleI Condensed Financial Information of RegistrantCMSEnergyParent CompanyCondensed Statements of Income | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | | | | | Operating Expenses | | | Other operating expenses | $ | 9 | $ | 10 | $ | 10 | | | Total operating expenses | 9 | 10 | 10 | | | Operating Loss | (9) | (10) | (10) | | | Other Income (Expense) | | | Equity earnings of subsidiaries | 1,189 | 1,061 | 929 | | | Nonoperating retirement benefits, net | (1) | (1) | (1) | | | | | | | Other income | 69 | 45 | 31 | | | Other expense | (2) | | | | | Total other income | 1,255 | 1,105 | 959 | | | Interest Charges | | | Interest on long-term debt | 266 | 205 | 201 | | | Intercompany interest expense and other | 10 | 10 | 10 | | | Total interest charges | 276 | 215 | 211 | | | Income Before Income Taxes | 970 | 880 | 738 | | | Income Tax Benefit | (39) | (19) | (20) | | | | | | | Net Income Attributable to CMSEnergy | 1,009 | 899 | 758 | | | Preferred Stock Dividends | 10 | 10 | 10 | | | Net Income Available to Common Stockholders | $ | 999 | $ | 889 | $ | 748 | | The accompanying notes are an integral part of these statements.202Table of ContentsScheduleI Condensed Financial Information of Registrant (Continued)CMSEnergyParent CompanyCondensed Statements of Cash Flows | | | In Millions | | | Years Ended December31 | 2025 | 2024 | 2023 | | | Cash Flows from Operating Activities | | | Net cash provided by operating activities | $ | 817 | $ | 774 | $ | 595 | | | Cash Flows from Investing Activities | | | Capital expenditures | (1) | (1) | | | | Investment in subsidiaries | (1,062) | (535) | (630) | | | Investment in debt securities intercompany | (109) | (288) | (293) | | | Decrease (increase) in notes receivable intercompany | (309) | 21 | 55 | | | Proceeds from DBSERP investments | 3 | | | | | Net cash used in investing activities | (1,478) | (803) | (868) | | | Cash Flows from Financing Activities | | | Proceeds from issuance of debt | 2,110 | 490 | 800 | | | Issuance of common stock | 525 | 286 | 192 | | | | | Retirement of long-term debt | (850) | (250) | | | | | | Payment of dividends on common and preferred stock | (663) | (626) | (579) | | | Debt issuance costs and financing fees | (39) | (10) | (20) | | | Change in notes payable intercompany | 3 | (6) | (7) | | | Net cash provided by (used in) financing activities | 1,086 | (116) | 386 | | | Net Increase (Decrease) in Cash and Cash Equivalents,Including Restricted Amounts | 425 | (145) | 113 | | | Cash and Cash Equivalents,Including Restricted Amounts, Beginning of Period | 4 | 149 | 36 | | | Cash and Cash Equivalents,Including Restricted Amounts, End of Period | $ | 429 | $ | 4 | $ | 149 | | The accompanying notes are an integral part of these statements.203Table of ContentsScheduleI Condensed Financial Information of Registrant (Continued)CMSEnergyParent CompanyCondensed Balance Sheets | | | ASSETS | | | In Millions | | | December31 | 2025 | 2024 | | | Current Assets | | | Cash and cash equivalents | $ | 429 | $ | 4 | | | Notes and accrued interest receivable intercompany | 350 | 40 | | | Accounts receivable intercompany and related parties | 8 | 8 | | | | | | | Prepayments and other current assets | 1 | 1 | | | Total current assets | 788 | 53 | | | Other Noncurrent Assets | | | Property, plant, and equipment | 1 | 1 | | | | | Deferred income taxes | 105 | 150 | | | Investments in subsidiaries | 13,724 | 12,400 | | | Investment in debt securities intercompany | 710 | 591 | | | Other investments | 8 | 9 | | | Other | 23 | 21 | | | Total other noncurrent assets | 14,571 | 13,172 | | | Total Assets | $ | 15,359 | $ | 13,225 | | 204Table of Contents | | | LIABILITIES AND EQUITY | | | In Millions | | | December31 | 2025 | 2024 | | | Current Liabilities | | | Current portion of long-term debt | $ | 300 | $ | 740 | | | Accounts and notes payable intercompany | 89 | 74 | | | Accrued interest, including intercompany | 43 | 34 | | | Accrued taxes | 41 | 16 | | | Other current liabilities | 8 | 6 | | | Total current liabilities | 481 | 870 | | | Noncurrent Liabilities | | | Long-term debt | 5,906 | 4,226 | | | Notes payable intercompany | 96 | 100 | | | Postretirement benefits | 13 | 14 | | | Other noncurrent liabilities | 14 | 17 | | | Total noncurrent liabilities | 6,029 | 4,357 | | | Equity | | | Common stock | 3 | 3 | | | Other stockholders equity | 8,622 | 7,771 | | | Total common stockholders equity | 8,625 | 7,774 | | | Preferred stock | 224 | 224 | | | Total equity | 8,849 | 7,998 | | | Total Liabilities and Equity | $ | 15,359 | $ | 13,225 | | The accompanying notes are an integral part of these statements.205Table of ContentsScheduleI Condensed Financial Information of Registrant (Continued)CMSEnergyParent CompanyNotes to the Condensed Financial Statements1:Basis of PresentationCMSEnergys condensed financial statements have been prepared on a parent-only basis. In accordance with Rule1204 of RegulationSX, these parent-only financial statements do not include all of the information and notes required by GAAP for annual financial statements, and therefore these parent-only financial statements and other information included should be read in conjunction with CMSEnergys audited consolidated financial statements contained within Item8. Financial Statements and Supplementary Data.2:GuaranteesCMSEnergy has issued guarantees with a maximum potential obligation of $1.3billion on behalf of some of its wholly owned subsidiaries and related parties. CMSEnergys maximum potential obligation consists primarily of potential payments:to third parties under certain commodity purchase and sales agreements entered into by CMSERM and other subsidiaries of NorthStar Clean Energyto tax equity investors that hold membership interests in certain VIEs held by NorthStar Clean Energyto EGLE on behalf of CMSLand and CMSCapital, for environmental remediation obligations at BayHarborto the DOE on behalf of Consumers, in connection with Consumers 2011settlement agreement with the DOE regarding damages resulting from the departments failure to accept spent nuclear fuel from nuclear power plants formerly owned by ConsumersThe expiration dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.206Table of ContentsScheduleII Valuation and Qualifying Accounts and ReservesCMSEnergy CorporationYears Ended December31,2025, 2024, and 2023 | | | In Millions | | | Description | Balance at Beginning of Period | Charged to Expense | Charged to Other Accounts | Deductions | Balance at End of Period | | | Allowance for uncollectible accounts1 | | | 2025 | $ | 23 | $ | 40 | $ | | $ | 36 | $ | 27 | | | 2024 | 21 | 33 | | 31 | 23 | | | 2023 | 27 | 34 | | 40 | 21 | | | Deferred tax valuation allowance | | | 2025 | $ | 1 | $ | 1 | $ | | $ | | $ | 2 | | | 2024 | 2 | | | 1 | 1 | | | 2023 | 2 | | | | 2 | | | | | | | | | | 1Deductions represent write-offs of uncollectible accounts, net of recoveries.Consumers Energy CompanyYears Ended December31,2025, 2024, and 2023 | | | In Millions | | | Description | Balance at Beginning of Period | Charged to Expense | Charged to Other Accounts | Deductions | Balance at End of Period | | | Allowance for uncollectible accounts1 | | | 2025 | $ | 23 | $ | 40 | $ | | $ | 36 | $ | 27 | | | 2024 | 21 | 33 | | 31 | 23 | | | 2023 | 27 | 34 | | 40 | 21 | | | | | | | | | | 1Deductions represent write-offs of uncollectible accounts, net of recoveries.207Table of Contents(This page intentionally left blank)208Table of ContentsExhibit IndexThe agreements included as exhibits to this Form10K filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMSEnergy, Consumers, or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures of the parties to each of the agreements that may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated. The representations and warranties may not describe the actual state of affairs of the parties to each agreement.Additional information about CMSEnergy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com, and through the SECs website at www.sec.gov. | | | Previously Filed | | | Exhibits | With FileNumber | AsExhibitNumber | Description | | | 3.11 | 1-9513 | 3.1 | | Restated Articles of Incorporation of CMSEnergy, effective June1,2004, as amended from time to time (Form10Q for the quarterly period ended June30,2024) | | | 3.21 | 1-9513 | 3.2 | | CMSEnergy Bylaws, amended and restated effective February8,2016 (Form8K filed February8,2016) | | | 3.3 | 1-5611 | 3(c) | | Restated Articles of Incorporation of Consumers effective June7,2000 (Form10K for the fiscal year ended December31,2000) | | | 3.4 | 1-5611 | 3.2 | | Consumers Bylaws, amended and restated as of January24,2013 (Form8-K filed January29,2013) | | | 4.1 | 2-65973 | (b)(1)4 | | Indenture dated as of September1,1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May1,1979 (FormS-16 filed November13,1979) | | | Indentures Supplemental thereto: | | | 4.1.a | 1-5611 | 4.2 | | 104thdated as of 8/11/05 (Form8-K filed August11,2005) | | | 4.1.b | 1-5611 | 4.1 | | 112thdated as of 9/1/10 (Form8-K filed September7,2010) | | | 4.1.c | 1-5611 | 4.1 | | 113thdated as of 10/15/10 (Form8-K filed October20,2010) | | | 4.1.d | 1-5611 | 4.1 | | 114thdated as of 3/31/11 (Form8-K filed April6,2011) | | | 4.1.e | 1-5611 | 4.1 | | 120thdated as of 12/17/12 (Form8-K filed December20,2012) | | | 4.1.f | 1-5611 | 4.1 | | 121stdated as of 5/17/13 (Form8-K filed May17,2013) | | | 4.1.g | 1-5611 | 4.1 | | 123rddated as of 12/20/13 (Form8-K filed December27,2013) | | | 4.1.h | 1-5611 | 4.1 | | 124thdated as of 8/18/2014 (Form8-K filed August18,2014) | | | 4.1.i | 1-5611 | 4.1 | | 125thdated as of 11/6/2015 (Form8-K filed November6,2015) | | | 4.1.j | 1-5611 | 4.1 | | 127thdated as of 8/10/16 (Form8-K filed August10,2016) | | 209 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | Previously Filed | | | Exhibits | With FileNumber | AsExhibitNumber | Description | | | 4.1.k | 1-5611 | 4.1 | | 128thdated as of 2/22/17 (Form8-K filed February22,2017) | | | 4.1.l | 1-5611 | 4.1 | | 129thdated as of 9/28/17 (Form8-K filed September28,2017) | | | 4.1.m | 1-5611 | 4.1 | | 130thdated as of 11/15/17 (Form8-K filed November15,2017) | | | 4.1.n | 1-5611 | 4.1 | | 131stdated as of 5/14/18 (Form8K filed May14,2018) | | | 4.1.o | 1-5611 | 4.1 | | 132nd dated as of 6/5/18 (Form8K filed June5,2018) | | | 4.1.p | 1-5611 | 4.1 | | 133rddated as of 10/1/18 (Form8-K filed October1,2018) | | | 4.1.q | 1-5611 | 4.1 | | 134thdated as of 11/13/18 (Form8-K filed November13,2018) | | | 4.1.r | 1-5611 | 4.1 | | 135thdated as of 5/28/19 (Form8-K filed May28,2019) | | | 4.1.s | 1-5611 | 4.1 | | 136thdated as of 9/3/19 (Form8-K filed September3,2019) | | | 4.1.t | 1-5611 | 4.1 | | 137thdated as of 9/19/19 (Form8-K filed September19,2019) | | | 4.1.u | 1-5611 | 4.3 | | 138thdated as of 10/1/19 (Form10-Q for the quarterly period ended September30,2019) | | | 4.1.v | 1-5611 | 4.1 | | 139thdated as of 3/26/20 (Form8-K filed March26,2020) | | | 4.1.w | 1-5611 | 4.1 | | 140thdated as of 5/13/20 (Form8-K filed May13,2020) | | | 4.1.x | 1-5611 | 4.1 | | 141stdated as of 5/20/20 (Form8-K filed May20,2020) | | | 4.1.y | 1-5611 | 4.1 | | 142nddated as of 10/7/20 (Form8-K filed October7,2020) | | | 4.1.z | 1-5611 | 4.1 | | 144thdated as of 8/12/21 (Form8-K filed August12,2021) | | | 4.1.aa | 1-5611 | 4.1 | | 145thdated as of 8/11/22 (Form8-K filed August11,2022) | | | 4.1.bb | 1-5611 | 4.1 | | 146thdated as of 12/14/22 (Form8-K filed December15,2022) | | | 4.1.cc | 1-5611 | 4.1 | | 147thdated as of 1/10/23 (Form8-K filed January10,2023) | | | 4.1.dd | 1-5611 | 4.1 | | 148thdated as of 2/23/23 (Form8-K filed February23,2023) | | | 4.1.ee | 1-5611 | 4.1 | | 149thdated as of 5/30/23 (Form8-K filed May30,2023) | | | 4.1.ff | 1-5611 | 4.1 | | 150thdated as of 8/4/23 (Form8-K filed August4,2023) | | | 4.1.gg | 1-5611 | 4.1 | | 151stdated as of 1/9/24 (Form8-K filed January9,2024) | | | 4.1.hh | 1-5611 | 4.1 | | 152nd dated as of 8/5/24 (Form8-K filed August5,2024) | | | 4.1.ii | 1-5611 | 4.1 | | 153rd dated as of 5/2/25 (Form8-K filed May2,2025) | | | 4.1.jj | 1-5611 | 4.1 | | 154th dated as of 11/21/25 (Form8-K filed November21,2025) | | | 4.1.kk | | 155th dated as of 11/28/2025 | | | 4.2 | 1-5611 | (4)(b) | | Indenture dated as of January1,1996 between Consumers and The Bank of New York Mellon, as Trustee (Form10-K for the fiscal year ended December31,1995) | | | 4.3 | 1-5611 | (4)(c) | | Indenture dated as of February1,1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form10-K for the fiscal year ended December31,1997) | | | 4.41 | 33-47629 | (4)(a) | | Indenture dated as of September15,1992 between CMSEnergy and NBD Bank, as Trustee (FormS-3 filed May1,1992) | | | Indentures Supplemental thereto: | | | 4.4.a1 | 1-9513 | 4.1 | | 29thdated as of 3/22/13 (Form8-K filed March22,2013) | | | 4.4.b1 | 1-9513 | 4.2 | | 31stdated as of 2/27/14 (Form8-K filed February27,2014) | | 210 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | Previously Filed | | | Exhibits | With FileNumber | AsExhibitNumber | Description | | | 4.4.c1 | 1-9513 | 4.1 | | 33rddated as of 5/5/16 (Form8-K filed May5,2016) | | | 4.4.d1 | 1-9513 | 4.1 | | 34thdated as of 11/3/16 (Form8-K filed November3,2016) | | | 4.4.e1 | 1-9513 | 4.1 | | 35thdated as of 2/13/17 (Form8-K filed February13,2017) | | | 4.51 | 1-9513 | (4a) | | Indenture dated as of June1,1997 between CMSEnergy and TheBank of NewYorkMellon, as Trustee (Form8-K filed July1,1997) | | | Indentures Supplemental thereto: | | | 4.5.a1 | 1-9513 | 4.5.a | | 5thdated as of 2/13/18 (Form10-K for the fiscal year ended December31,2017) | | | 4.5.b1 | 1-9513 | 4.1 | | 6thdated as of 3/8/18 (Form8-K filed March8,2018) | | | 4.5.c1 | 1-9513 | 4.1 | | 7thdated as of 9/26/18 (Form8-K filed September26,2018) | | | 4.5.d1 | 1-9513 | 4.1 | | 8thdated as of 2/20/19 (Form8-K filed February20,2019) | | | 4.5.e1 | 1-9513 | 4.1 | | 9thdated as of 5/28/20 (Form8-K filed May28,2020) | | | 4.5.f1 | 1-9513 | 4.1 | | 10thdated as of 11/25/20 (Form8-K filed November25,2020) | | | 4.5.g1 | 1-9513 | 4.1 | | 11thdated as of 2/21/25 (Form8-K filed February21,2025) | | | 4.61 | 1-9513 | 4.1 | | Indenture dated as of May5,2023 between CMSEnergy and The Bank of New York Mellon, as Trustee (Form8-K filed May5,2023) | | | 4.71 | 1-9513 | 4.1 | | Indenture dated as of November6,2025 between CMSEnergy and The Bank of New York Mellon, as Trustee (Form8-K filed November6,2025) | | | 4.81 | 1-9513 | 4.6 | | Description of CMSEnergy Securities (Form10-K for the fiscal year ended December31,2021) | | | 4.9 | 1-5611 | 4.7 | | Description of Consumers Securities (Form10-K for the fiscal year ended December31,2019) | | | 4.101 | 1-9513 | 4.2 | | Deposit Agreement, dated as of July1,2021, among CMSEnergy, Equiniti Trust Company, and the holders from time to time of the depositary receipts described therein, including Form of Depositary Receipt (Form8-K filed July1,2021) | | | 10.12 | 1-9513 | 10.1 | | CMSEnergy 2020Performance Incentive Stock Plan, effective June1,2020 (Form8-K filed May5,2020) | | | 10.22 | 1-9513 | 10.2 | | CMSEnergys Deferred Salary Savings Plan, as amended and restated, effective January1,2022 (Form10-K for the fiscal year ended December31,2023) | | | 10.32 | 1-9513 | 10.5 | | CMSEnergy and Consumers Directors Deferred Compensation Plan, effective as of November30,2007 (Form10-K for the fiscal year ended December31,2014) | | | 10.42 | 1-9513 | 10.6 | | Supplemental Executive Retirement Plan for Employees of CMSEnergy/Consumerseffective on January1,1982 and as amended effective April1,2011 (Form10-Q for the quarterly period ended March31,2011) | | 211 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | Previously Filed | | | Exhibits | With FileNumber | AsExhibitNumber | Description | | | 10.52 | 1-9513 | 10.5 | | Defined Contribution Supplemental Executive Retirement Plan, amended December21,2023, effective January1,2024 (Form10-K for the fiscal year ended December31,2023) | | | 10.62 | 1-9513 | 10.2 | | Form of Officer Separation Agreement as of July1,2023 (Form10Q for the quarterly period ended June30,2023) | | | 10.71 | 1-9513 | (10)(y) | | Environmental Agreement dated as of June1,1990 made by CMSEnergy to The Connecticut National Bank and Others (Form10-K for the fiscal year ended December31,1990) | | | 10.81,2 | 1-9513 | (10)(a) | | Formof Indemnification Agreement between CMSEnergy and its Directors, effective as of November1,2007 (Form10-Q for the quarterly period ended September30,2007) | | | 10.92 | 1-5611 | (10)(b) | | Formof Indemnification Agreement between Consumers and its Directors, effective as of November1,2007 (Form10-Q for the quarterly period ended September30,2007) | | | 10.102 | 1-9513 | 10.10 | | CMSIncentive Compensation Plan for CMSEnergy and Consumers Officers as amended, effective as of January27,2022 (Form10-K for the fiscal year ended December31,2021) | | | 10.112 | 1-9513 | 10.3 | | Form of Change in Control Agreement as of July1,2023 (Form10Q for the quarterly period ended June30,2023) | | | 10.122 | 1-9513 | 10.12 | | Annual Employee Incentive Compensation Plan for Consumers amended December11,2023, effective July1,2023 (Form10-K for the fiscal year ended December31,2023) | | | 10.131,2 | 1-9513 | 10.1 | | Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of May1,2025 (Form10-Q for the quarterly period ended June30,2025) | | | 10.141 | 1-9513 | 10.1 | | $750million Sixth Amended and Restated Revolving Credit Agreement dated as of November21,2025 among CMSEnergy, the Banks, as defined therein, and Barclays BankPLC, as Agent (Form8K filed November21,2025) | | | 10.15 | 1-5611 | 10.2 | | $1.1billion Seventh Amended and Restated Revolving Credit Agreement dated as of November21,2025 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank,N.A., as Agent (Form8K filed November21,2025) | | | 10.16 | 1-5611 | 10.1 | | $250million Amended and Restated Revolving Credit Agreement dated as of November19,2018 among Consumers, the Banks, as defined therein, and The Bank of Nova Scotia, as Agent (Form8K filed November20,2018) | | | 10.16.a | 1-5611 | 10.1 | | Description of the Extension to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8K filed November19,2019) | | | 10.16.b | 1-5611 | 10.1 | | Description of the Second Extension to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8K filed November19,2020) | | 212 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | Previously Filed | | | Exhibits | With FileNumber | AsExhibitNumber | Description | | | 10.16.c | 1-5611 | 10.1 | | Description of the ThirdExtension to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8-K filed November22,2021) | | | 10.16.d | 1-5611 | 10.1 | | FirstAmendment to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8-K filed November29,2022) | | | 10.16.e | 1-5611 | 10.1 | | Amendment No.2 to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8-K filed November29,2023) | | | 10.16.f | 1-5611 | 10.3 | | Third Amendment to the Amended and Restated $250Million Secured Revolving Credit Agreement (Form8-K filed November21,2025) | | | 10.172 | 1-9513 | 10.1 | | Consumers and other CMSEnergy Companies Retired Executives Survivor Benefit Plan for Management/Executive Employees, distributed July1,2011 (Form10-Q for the quarterly period ended September30,2011) | | | 10.18 | 1-5611 | 10.1 | | Formof Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form10-Q for the quarterly period ended September30,2014) | | | 10.19 | 1-5611 | 10.1 | | Purchase and Sale Agreement dated June21,2021 by and among Consumers and New Covert Generating Company,LLC (Form8-K filed June23,2021) | | | 10.19.a | 1-5611 | 10.4 | | Amendment No.1 dated as of May31,2023 to the Purchase and Sale Agreement, dated June21,2021 by and among Consumers and New Covert Generating Company,LLC (Form10-Q for the quarterly period ending June30,2023) | | | 10.202 | 1-9513 | 10.22 | | Annual Employee Incentive Compensation Plan for Consumers amended and restated effective January1,2024 (Form10-K for the fiscal year ended December31,2023) | | | 19.1 | 1-9513 | 19.1 | | Policy Prohibiting Illegal Insider Trading (Form10-K for the fiscal year ended December31,2024) | | | 21.1 | | Subsidiaries of CMSEnergy and Consumers | | | 23.1 | | Consent of PricewaterhouseCoopersLLP for CMSEnergy | | | 23.2 | | Consent of PricewaterhouseCoopersLLP for Consumers | | | 31.1 | | CMSEnergys certification of the CEO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 31.2 | | CMSEnergys certification of the CFO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 31.3 | | Consumers certification of the CEO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 31.4 | | Consumers certification of the CFO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | 213 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) | | | Previously Filed | | | Exhibits | With FileNumber | AsExhibitNumber | Description | | | 32.1 | | CMSEnergys certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | | | 32.2 | | Consumers certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | | | 97.12 | 1-9513 | 97.1 | | CMSEnergy/Consumers Clawback Policy (Form10-K for the fiscal year ended December31,2023) | | | 99.11 | 333-275106 | 99.1 | | CMSEnergy Stock Purchase Plan, as amended and restated October20,2023 (FormS-3ASR filed October20,2023) | | | 101.INS | | Inline XBRL Instance Document | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase | | | 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) | | 1Obligations of CMSEnergy or its subsidiaries, but not of Consumers. 2Management contract or compensatory plan or arrangement. Exhibits that have been previously filed with the SEC, designated above, are incorporated herein by reference and made a part hereof. Item16.Form10-K Summary None. 214 [Table of Contents](#ifde718d165614e8c9bb0a5066b000edc_34) Signatures Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, CMSEnergy Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | /s/ Garrick J. Rochow | | | Name: | Garrick J. Rochow | | | Title: | President and Chief Executive Officer | | | Date: | February 10, 2026 | | Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMSEnergy Corporation and in the capacities indicated and on February10, 2026. | | | /s/ Garrick J. Rochow | /s/ John G. Russell | | | Garrick J. Rochow | John G. Russell, Director | | | President, Chief Executive Officer, and Director | | | (Principal Executive Officer) | | | /s/ Suzanne F. Shank | | | Suzanne F. Shank, Director | | | /s/ Rejji P. Hayes | | | Rejji P. Hayes | | | Executive Vice President and Chief Financial Officer | /s/ Myrna M. Soto | | | Myrna M. Soto, Director | | | (Principal Financial Officer) | | | | | /s/ John G. Sznewajs | | | /s/ Scott B. McIntosh | John G. Sznewajs, Director | | | Scott B. McIntosh | | | Vice President, Controller, and Chief Accounting Officer | | | /s/ Ronald J. Tanski | | | (Controller) | Ronald J. Tanski, Director | | | | | | | /s/ Deborah H. Butler | /s/ Laura H. Wright | | | Deborah H. Butler, Director | Laura H. Wright, Director | | | | | | | /s/ Ralph Izzo | | | Ralph Izzo, Director | | | | | | | | | | 215Table of ContentsSignaturesPursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, Consumers Energy Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | /s/ Garrick J. Rochow | | | Name: | Garrick J. Rochow | | | Title: | President and Chief Executive Officer | | | Date: | February 10, 2026 | | Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on February10, 2026. | | | /s/ Garrick J. Rochow | /s/ John G. Russell | | | Garrick J. Rochow | John G. Russell, Director | | | President, Chief Executive Officer, and Director | | | (Principal Executive Officer) | | | /s/ Suzanne F. Shank | | | Suzanne F. Shank, Director | | | /s/ Rejji P. Hayes | | | Rejji P. Hayes | | | Executive Vice President and Chief Financial Officer | /s/ Myrna M. Soto | | | Myrna M. Soto, Director | | | (Principal Financial Officer) | | | | | /s/ John G. Sznewajs | | | /s/ Scott B. McIntosh | John G. Sznewajs, Director | | | Scott B. McIntosh | | | Vice President, Controller, and Chief Accounting Officer | | | /s/ Ronald J. Tanski | | | (Controller) | Ronald J. Tanski, Director | | | | | | | /s/ Deborah H. Butler | /s/ Laura H. Wright | | | Deborah H. Butler, Director | Laura H. Wright, Director | | | | | | | /s/ Ralph Izzo | | | Ralph Izzo, Director | | | | | | | | | | 216