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CMS Energy Inc. American Depositary Share Prospectus (Version 2026-02-11)

2026-02-11 美股招股说明书 Lee
报告封面

CMS Energy Corporation Common Stock We have entered into an equity distribution agreement, dated December 7, 2023, with each of Barclays Bank PLC, JPMorganChase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Royal Bank of Canada and TheBank of Nova Scotia, as forward purchasers, and each of Barclays Capital Inc. (“Barclays”), J.P. Morgan Securities LLC (“J.P.Morgan”), KeyBanc Capital Markets Inc. (“KeyBanc”), Mizuho Securities USA LLC (“Mizuho”), RBC Capital Markets, LLC(“RBC”) and Scotia Capital (USA) Inc. (“Scotiabank”), as agents and forward sellers, relating to our common stock, par value $0.01per share, originally registered on Registration Statement No. 333-270060, filed on February 27, 2023. In accordance with the terms,and subject to the conditions, of the equity distribution agreement, common stock having an aggregate offering price of up to$1,000,000,000 may be offered and sold from time to time. Under the equity distribution agreement, we have offered and sold sharesof common stock having an aggregate offering price of approximately $507.7 million as of the date of this prospectus supplement Under the equity distribution agreement, we may issue and sell common stock through one or more of Barclays, J.P. Morgan,KeyBanc, Mizuho, RBC and Scotiabank, acting as sales agents for us. Sales of our common stock will be made at market pricesprevailing at the time of sale. We may also issue and sell common stock to one or more of Barclays, J.P. Morgan, KeyBanc, Mizuho,RBC and Scotiabank, acting as principal for their own respective accounts, at a price agreed upon at the time of sale. If we sell ourcommon stock to any such entity as principal, we will enter into a separate terms agreement with such entity or entities, as the casemay be, setting forth the terms of the transaction, and we will describe the terms of the offering of that common stock in a separate Under the equity distribution agreement, we may also enter into forward sale agreements under separate master forward saleagreements and one or more related supplemental confirmations between us and each of Barclays Bank PLC, JPMorgan Chase Bank,National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Royal Bank of Canada and The Bank of NovaScotia or their respective affiliates. We refer to each of these entities, when acting in such capacity, as a forward purchaser. Inconnection with each forward sale agreement, the relevant forward purchaser or its affiliate will use commercially reasonable efforts to In no event will the aggregate number of shares of our common stock sold to or through the sales agents or through theforward sellers, under the equity distribution agreement have an aggregate sales price in excess of $1,000,000,000. We will not receive any proceeds from the sale of borrowed shares of our common stock through a forward seller. We expectto physically settle each particular forward sale agreement with the relevant forward purchaser on one or more dates specified by us onor prior to the maturity date of that particular forward sale agreement, in which case we would expect to receive aggregate net cashproceeds at settlement equal to the number of shares of our common stock underlying the particular forward sale agreement multipliedby the relevant forward sale price. However, we may also elect to cash settle or net share settle a particular forward sale agreement, inwhich case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “CMS”. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made inprivately negotiated transactions or transactions that are deemed to be “at the market offerings”, including by ordinary brokers’transactions through the facilities of the NYSE, to or through a market maker or directly on or through an electronic communicationsnetwork, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, in blocktransactions, through forward purchases, in any manner permitted by applicable law, or as otherwise agreed with the sales agents andthe forward sellers (and any related forward purchasers). No sales agent or forward seller is required to sell any specific number ordollar amount of common stock, but as instructed by us will make all sales using commercially reasonable efforts, consistent with its We will pay each sales agent a commission of up to 1% of the gross sales price of all common stock sold through it as salesagent for us (as agent for us, but not as principal) under the equity distribution agreement. In connection with each forward saleagreement, the relevant forward seller will receive, reflected in a reduced initial forward sale price payable by the relevant forward