CMS能源美股招股说明书(2026-05-13版)

CMS Energy Corporation Common Stock We have entered into an equity distribution agreement, dated May13, 2026, with each of Barclays Bank PLC, BNPPARIBAS, Bank of America, N.A., Citibank, N.A., Goldman Sachs& Co. LLC, Jefferies LLC, JPMorgan Chase Bank, NationalAssociation, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley& Co. LLC, MUFG Securities EMEAplc, Nomura Global Financial Products,Inc., Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank,National Association, as forward purchasers, each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities,Inc., BTIG,LLC, Citigroup Global Markets Inc., Goldman Sachs& Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc CapitalMarkets Inc., Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets,LLC, Scotia Capital (USA) Inc., Truist Securities,Inc. and Wells Fargo Securities, LLC, as agents, and each of Barclays Capital Inc.,BNP Paribas Securities Corp., BofA Securities,Inc., Citigroup Global Markets Inc., Goldman Sachs& Co. LLC, Jefferies LLC, J.P.Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, MUFG SecuritiesAmericas Inc., Nomura Securities International,Inc. (acting through BTIG, LLC as agent), RBC Capital Markets, LLC, Scotia Capital(USA) Inc., Truist Securities,Inc. and Wells Fargo Securities, LLC, as forward sellers, relating to our common stock, par value $0.01per share, offered by this prospectus supplement and the accompanying prospectus pursuant to a continuous offering program. Inaccordance with the terms, and subject to the conditions, of the equity distribution agreement, common stock having an aggregateoffering price of up to $3,000,000,000 may be offered and sold from time to time. Under the equity distribution agreement, we may issue and sell common stock through one or more of Barclays Capital Inc.,BNP Paribas Securities Corp., BofA Securities,Inc., BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs& Co. LLC, JefferiesLLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, MUFGSecurities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities,Inc. and Wells Fargo Securities,LLC, acting as sales agents for us. Sales of our common stock will be made at market prices prevailing at the time of sale. We mayalso issue and sell common stock to one or more of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities,Inc., BTIG,LLC, Citigroup Global Markets Inc., Goldman Sachs& Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc CapitalMarkets Inc., Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets,LLC, Scotia Capital (USA) Inc., Truist Securities,Inc. and Wells Fargo Securities, LLC, acting as principal for their own respectiveaccounts, at a price agreed upon at the time of sale. If we sell our common stock to any such entity as principal, we will enter into aseparate terms agreement with such entity or entities, as the case may be, setting forth the terms of the transaction, and we willdescribe the terms of the offering of that common stock in a separate prospectus supplement or pricing supplement. We refer to each ofthese entities, when acting as agent for us or as principal, as a sales agent. 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, BNP PARIBAS, Bank ofAmerica, N.A., Citibank, N.A., Goldman Sachs& Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBancCapital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley& Co. LLC, MUFG Securities EMEA plc, Nomura GlobalFinancial Products,Inc., Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association ortheir respective affiliates. We refer to each of these entities, when acting in such capacity, as a forward purchaser. In connection witheach forward sale agreement, the relevant forward purchaser or its affiliate will use commercially reasonable efforts to borrow fromthird parties and, through its affiliated agent, and in the case of Nomura Securities International,Inc., through its agent, BTIG, LLC,sell a number of shares of our common stock equal to the number of shares of our common stock that underlie the particular forwardsale agreement. We refer to each entity acting as the agent for a forward purchaser in this capacity as a forward seller, except in thecase of BTIG, LLC, for which references to the forward seller refer instead to Nomura Securities International,Inc. (acting throughBTIG, LLC as agent). In no event will the aggregate number of shares of our common stock sold to or through the sales agents or through