What changed in this filing

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Item 1. Business

2026-02-10 compared with 2025-02-11 · 160 added, 114 removed, 378 unchanged (42% of the section changed)

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Consumers’ consolidated operations account for the substantial majority of CMS Energy’s total assets, income, and operating revenue.

CMS Energy’s consolidated operating revenue was $7.5 billion in 2024 and 2023, and $8.6 billion in 2022.

CMS Energy’s consolidated operating revenue was $8.5 billion in 2025, and $7.5 billion in 2024 and 2023.

For further information about operating revenue, income, and assets and liabilities attributable to all of CMS Energy’s business segments and operations, see Item 8.

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Consumers owns and operates electric generation and distribution facilities and gas transmission, storage, and distribution facilities.

It provides electricity and/or natural gas to 6.8 million of Michigan’s 10 million residents.

It provides electricity and/or natural gas to 6.8 million of Michiga n’s 10 million r esidents.

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 CMS Energy and Consumers Regulation.

Consumers’ consolidated operating revenue was $7.2 billion in 2024 and 2023, and $8.2 billion in 2022.

Consumers’ consolidated operating revenue was $8.1 billion in 2025, and $7.2 billion in 2024 and 2023.

For further information about operating revenue, income, and assets and liabilities attributable to Consumers’ electric and gas utility operations, see Item 8.

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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 2024, Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of four billion kWh, resulting in net bundled sales of 33 billion kWh.

In 2023, Consumers’ electric deliveries were 36 billion kWh, which included ROA deliveries of three billion kWh, resulting in net bundled sales of 33 billion kWh.

In 2025, Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of 3 billion kWh, resulting in net bundled sales of 34 billion kWh.

In 2024, Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of 4 billion kWh, resulting in net bundled sales of 33 billion kWh.

Consumers’ electric utility operations are seasonal.

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• 263 miles of high-voltage distribution overhead lines operating at 138 kV

• four miles of high-voltage distribution underground lines operating at 138 kV

• 4 miles of high-voltage distribution underground lines operating at 138 kV

• 4,619 miles of high-voltage distribution overhead lines operating at 46 kV and 69 kV

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Electric Utility Generation and Supply Mix:

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs.

The Clean Energy Plan was most recently revised and approved by the MPSC in 2022.

Under Michigan’s integrated resource planning process, Consumers will file updates

to its Clean Energy Plan in 2026.

Together with updates to its renewable energy plan that Consumers filed in November 2024, these updated plans will serve as Consumers’ blueprint to meeting the requirements of the 2023 Energy Law that was enacted in Michigan in November 2023.

Under its Clean Energy Plan, Consumers will eliminate the use of coal in owned generation in 2025.

Specifically, Consumers retired the D.E.

Karn coal-fueled generating units in June 2023 and plans to retire the J.H.

Campbell coal-fueled generating units in 2025.

In order to continue providing controllable sources of electricity to customers while expanding its investment in renewable energy, Consumers purchased the Covert Generating Station, a natural gas-fueled generating facility with 1,200 MW of nameplate capacity, in May 2023.

Consumers has also contracted to purchase 400 MW of capacity from battery storage facilities, which will be located in Michigan’s Lower Peninsula and are expected to be operational by 2027.

In November 2024, Consumers filed updates to its renewable energy plan, proposing an addition of up to 9,000 MW of both purchased and owned solar energy resources and up to 2,800 MW of new, competitively bid wind capacity.

These actions will enable Consumers to achieve 60 percent renewable energy by 2035 and 100 percent clean energy by 2040.

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 Michigan’s 2023 Energy 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 515 MW of nameplate capacity, in 2023 and obtaining MPSC approval to retire J.H.

Campbell, totaling 1,407 MW 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 Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties—J.H.

Campbell Emergency Orders and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters.

To continue providing controllable sources of electricity to customers, Consumers purchased the Covert Generating Station, representing 1,200 MW 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 9,000 MW of both purchased and owned solar energy resources and up to 4,000 MW of wind energy resources.

Coupled with updates to its integrated resource plan, these actions position Consumers to achieve 60‑percent renewable energy by 2035 and 100‑percent clean energy by 2040.

For further information on Consumers’ progress towards reducing carbon emissions and towards meeting the requirements of the 2023 Energy Law, see Item 7.

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Presented in the following table are details about Consumers’ 2025 electric generation and supply mix:

Name and Location (Michigan) Number of Units and Year Entered Service 2024

Name and Location (Michigan)

Number of Units and Year Entered Service 2025

Generation Capacity

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Ludington – Ludington 6 Units, 1973 1,119 4

Conventional hydro generation 35 Units, 1906-1949 75 366

Conventional hydro generation 6

35 Units, 1906-1949 75 344

Gas combined cycle

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Solar generation

Solar Gardens – Allendale, Cadillac, and Kalamazoo 2016-2021 5 7

Solar Gardens – Allendale, Cadillac, Kalamazoo, and Grand Rapids 2016-2021 5 7

Muskegon Solar Energy Center 2025 250 2

Battery storage capacity

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Solar generation 1,017 1,355

Battery storage 100 (8) 9

Other renewable generation 192 1,005

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1 With the exception of wind and solar generation, the amount represents generation capacity during the summer months (planning year 2025 capacity as reported to MISO and limited by interconnection service limits).

For wind and solar generation, the amount represents installed capacity during the summer months.

2 Consumers plans to retire these generating units in 2025.

3 Represents Consumers’ share of the capacity of the J.H.

Campbell 3 unit, net of the 6.69‑percent ownership interest of the Michigan Public Power Agency and Wolverine Power Supply Cooperative, Inc, each a non ‑ affiliated company.

For wind and solar generation, the amount represents installed capacity.

2 Consumers planned to retire these generating units in May 2025.

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 MISO’s North and Central regions.

Of the 7,320 GWh generated by these units during 2025, Consumers supplied 3,608 GWh of electricity to MISO in order to comply with the emergency orders.

For a more detailed discussion of the emergency orders, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties—J.H.

Campbell Emergency Orders and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters.

3 Represents Consumers’ share of the electric supply of the J.H.

Campbell 3 unit, net of the 6.69‑percent ownership interest of the Michigan Public Power Agency and Wolverine Power, each a non‑affiliated company.

4 Represents Consumers’ 51‑percent share of the capacity of Ludington.

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The pumped-storage facility consumes electricity to pump water during off-peak hours for storage in order to generate electricity later during peak‑demand hours.

6 Represents purchases under long-term PPAs.

6 In 2025, Consumers entered an agreement to sell the 13 hydroelectric dams that comprise the 35 generating units.

For a more detailed discussion of this transaction, see Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 20, Exit Activities and Asset Sales.

7 Represents purchases under long-term PPAs, including capacity purchases.

8 For information about Consumers’ long-term PPA related to the MCV Facility, see Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 4, Contingencies and Commitments—Contractual Commitments.

9 Reflects net delivered energy from storage operations, after accounting for charging losses.

10 Represents the net amount of generation offered to and purchased from the MISO energy market.

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Years Ended December 31

2025 2024 2023

Owned generation

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Renewable energy generation 3,386 3,138 2,585

Battery storage 3

Coal generation 352 230 318

Nuclear generation 3

Net interchange power 4

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During 2025, the pumped-storage facility consumed 1,351 GWh of electricity to pump water during off-peak hours for storage in order to generate 991 GWh of electricity later during peak-demand hours.

2 Represents purchases under long-term PPAs.

3 Represents purchases from a nuclear generating facility that closed in May 2022.

2 Represents purchases under long-term PPAs, including capacity purchases.

3 Reflects net delivered energy from storage operations, after accounting for charging losses.

4 Represents the net amount of generation offered to and purchased from the MISO energy market.

During 2024, 42 percent of the electric energy Consumers provided to customers was generated by its natural gas‑fueled generating units, which burned 107 Bcf of natural gas and produced a combined total of 14,856 GWh of electricity.

During 2025, 41 percent of Consumers’ electric supply was generated by its natural gas‑fueled generating units, which burned 105 Bcf of natural gas and produced a combined total of 14,661 GWh 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.

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Karn, Consumers holds gas transportation contracts to transport to the plant gas that Consumers or an agent purchase from the market.

During 2024, Consumers acquired 29 percent of the electricity it provided to customers through long-term PPAs and the MISO energy market.

During 2025, Consumers acquired 32 percent 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 real‑time basis and bids for power in the market to serve the demand of its customers.

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These contracts require monthly capacity payments based on the plants’ availability or deliverability.

The payments for 2025 through 2047 are estimated to total $7.0 billion and, for each of the next five years, $0.7 billion annually.

These amounts may vary depending

on plant availability and fuel costs.

For further information about Consumers’ future capacity and energy purchase obligations, see Item 7.

The payments for 2026 through 2060 are estimated to total $17.0 billion and, for each of the next five years, range from $0.9 billion to $1.0 billion annually.

These amounts may vary depending on plant availability and fuel costs.

For further information about

Consumers’ future capacity and energy purchase obligations, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Other Material Cash Requirements and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 4, Contingencies and Commitments—Contractual Commitments.

During 2024, 22 percent of the electric energy Consumers provided to customers was generated by its coal-fueled generating units, which burned four million tons of coal and produced a combined total of 7,932 GWh of electricity.

In order to obtain the coal it needs, Consumers enters into physical coal supply contracts.

At December 31, 2024, Consumers had future commitments to purchase coal during 2025 until the retirement of its last coal generating unit;

payment obligations under these contracts totaled $24 million.

Most of Consumers’ rail-supplied coal contracts have fixed prices, although some contain market-based pricing.

At December 31, 2024, Consumers had 100 percent of its remaining 2025 expected coal requirements under contract, as well as a 20 ‑ day supply of coal on hand.

In conjunction with its coal supply contracts, Consumers leases a fleet of railcars and has transportation contracts with various companies to provide rail services for delivery of purchased coal to Consumers’ generating facilities.

Consumers’ coal transportation contracts are future commitments and expire on various dates through 2025;

payment obligations under these contracts totaled $65 million at December 31, 2024.

During 2025, 20 percent of Consumers’ electric supply was generated by its coal-fueled generating units, which burned 4 million tons of coal and produced a combined total of 7,320 GWh 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 3,608 GWh of electricity to MISO in order to comply with the emergency orders.

For a more detailed discussion of the emergency orders, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties—J.H.

Campbell Emergency Orders and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, 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 May 2025.

At December 31, 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 ten percent of Consumers’ sales, with certain exceptions.

At December 31, 2024, electric deliveries under the ROA program were at the ten‑percent limit.

Michigan law allows electric customers in Consumers’ service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at 10 percent of Consumers’ sales, with certain exceptions.

At December 31, 2025, electric deliveries under the ROA program were at the 10‑percent limit.

Fewer than 300 of Consumers’ electric customers purchased electric generation service under the ROA program.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties.

Consumers also faces competition or potential competition associated with industrial customers relocating all or a portion of their production capacity outside of Consumers’ service territory for economic reasons;

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;

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• 28,433 miles of distribution mains

• eight compressor stations with a total of 153,393 installed and available horsepower

• 8 compressor stations with a total of 147,393 installed and available horsepower

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 80 percent 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 by purchasing and/or producing renewable natural gas.

For further information on Consumers’ progress towards its net-zero methane emissions goal, see Item 7.

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 25 percent by 2035.

Consumers’ Natural Gas Delivery Plan, a rolling ten ‑ year 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

methane emissions goal, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.

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Competition comes from GCC and transportation programs;

system bypass opportunities for new and existing customers;

system bypass by new and existing customers;

and from alternative fuels and energy sources, such as propane, oil, and electricity.

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Gaylord, Michigan 100 Natural gas 134 22

Paulding County, Ohio 2

100 Wind 100 270

Comstock, Michigan 100 Natural gas 76 136

Delta Township, Michigan 2

Genesee County, Michigan 2

100 Solar 42 1

Phillips, Wisconsin 3

Alpena, Michigan 3

100 Solar 21 27

Saginaw, Michigan 3

100 Solar 8 10

Paulding County, Ohio 100 Solar and Storage 3 —

Coke County, Texas

Grayling, Michigan 3

100 Solar 1 —

Coke County, Texas 51 Wind 525 1,697

Paulding County, Ohio 4

50 Wind 100 299

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Grayling, Michigan 50 Wood waste 38 182

Delta Township, Michigan 4

50 Solar 24 38

Total 2,085 7,485

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The amount of capacity relating to CMS Energy’s ownership interest was 1,665 MW and net generation relating to CMS Energy’s ownership interest was 6,018 GWh at December 31, 2025.

2 NorthStar Clean Energy has entered into an agreement to sell a noncontrolling interest in this plant in 2025.

3 NorthStar Clean Energy has entered into an agreement to sell this plant in 2025.

2 This project began operations in December 2025.

3 Represents a behind-the-meter system located on customer premises.

4 NorthStar Clean Energy sold a noncontrolling interest in this plant in 2025.

For additional details see Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 19, Variable Interest Entities.

The operating revenue from independent power production was $77 million in 2025, $69 million in 2024, and $64 million in 2023.

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CMS ERM purchases and sells energy commodities in support of NorthStar Clean Energy’s generating facilities with a focus on optimizing the independent power production portfolio.

In 2024, CMS ERM marketed one Bcf of natural gas and 7,475 GWh of electricity.

Electricity marketed by CMS ERM was generated by independent power production of NorthStar Clean Energy and by unrelated third parties.

In 2025, CMS ERM marketed 2 Bcf of natural gas and 7,625 GWh of electricity.

Electricity marketed by CMS ERM was generated by independent power production of NorthStar Clean

Energy and by unrelated third parties.

CMS ERM’s operating revenue was $331 million in 2025, $247 million in 2024, and $233 million in 2023.

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CMS Energy, 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 CMS Energy, 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 affecting CMS Energy, Consumers, and their subsidiaries, see Item 1A.

For more information on the potential impacts of government regulation and rate proceedings affecting CMS Energy, Consumers, and their subsidiaries, see Item 1A.

Risk Factors, Item 7.

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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 orders.

Rate Proceedings:

For information regarding open rate proceedings, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2, Regulatory Matters.

The parties also have appealed significant MPSC and FERC orders.

Other Regulation

Secretary of Energy regulates imports and exports of natural gas and has delegated various aspects of this jurisdiction to FERC and the U.S.

Department of Energy’s Office of Fossil Fuels.

Secretary of Energy regulates imports and exports of natural gas and has delegated various aspects of this jurisdiction to FERC and the DOE’s Office of Fossil Fuels.

Additionally, the U.S.

Secretary of Energy has the authority to issue emergency orders for power plants under section 202(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.

Department of Transportation’s Office of Pipeline Safety regulates the safety and security of gas pipelines through the Natural Gas Pipeline Safety Act of 1968 and subsequent laws.

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Energy Legislation

In November 2023, Michigan enacted the 2023 Energy Law, which among other things:

• raised the renewable energy standard from the present 15 ‑ percent requirement to 50 percent by 2030 and 60 percent by 2035;

In 2023, Michigan enacted the 2023 Energy Law, which among other things:

• increased the renewable energy standard from 15 percent to 50 percent by 2030 and 60 percent by 2035;

renewable energy generated anywhere within MISO can be applied to meeting this standard, with certain limitations

• set a clean energy standard of 80 percent by 2035 and 100 percent by 2040;

low- or zero-carbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, are considered clean energy sources under this standard

• established a clean energy standard of 80 percent by 2035 and 100 percent by 2040;

low- or zero‑carbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, qualify as clean energy sources under this standard

• authorized 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 issues

• increased the energy waste reduction requirement for electric utilities to achieve annual reductions in customers’ electricity use from the present one‑percent reduction requirement to 1.5 percent beginning in 2026;

beyond this requirement, the law set a goal of a two‑percent reduction and required that such goal be incorporated in an electric utility’s integrated resource plan modeling scenarios

• increased the energy waste reduction requirement for electric utilities to achieve annual reductions in customers’ electricity use from the present 1‑percent reduction requirement to 1.5 percent beginning in 2026;

beyond this requirement, the law set a goal of a 2‑percent reduction and required that such goal be incorporated in an electric utility’s integrated resource plan modeling scenarios

• increased the energy waste reduction requirement for gas utilities to achieve annual reductions in customers’ gas use from the present 0.75‑percent reduction requirement to 0.875 percent beginning in 2026

• enhanced existing incentives for energy efficiency programs and returns earned on new clean or renewable PPAs

• created a new energy storage standard that requires electric utilities to file plans by 2029 to obtain new energy storage that will contribute to a Michigan target of 2,500 MW based on their pro rata share

• expanded the statutory cap on distributed generation resources to ten percent

• created a new energy storage standard, requiring electric utilities to file plans by 2029 to help achieve a statewide target of 2,500 MW

• expanded the statutory cap on distributed generation resources to 10 percent of the electric utility’s five‑year average peak load

• expanded the MPSC’s scope of considerations in integrated resource plans to include affordability, greenhouse gas emissions, environmental justice considerations, the effects on human health, and other environmental concerns

• provided the MPSC siting authority over large renewable energy projects

Consumers filed updates to its renewable energy plan in November 2024 and plans to file updates to its Clean Energy Plan in 2026.

Together, these updated plans will serve as Consumers’ blueprint to meeting the requirements of the 2023 Energy 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.

Consumers’ updates to its Renewable Energy Plan, which were approved by the MPSC in September 2025, and planned updates to its integrated resource plan in 2026 will serve as a blueprint to meeting the requirements of the 2023 Energy 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.

CMS Energy and Consumers Environmental Strategy and Compliance

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this commitment extends beyond compliance with applicable laws and regulations.

Consumers’ Clean Energy Plan details its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers.

While Consumers’ existing Clean Energy Plan, established under Michigan’s integrated resource planning process, provides a path towards meeting the requirements of the 2023 Energy Law, Consumers will file updates to the plan in 2026 to expand and solidify that path.

Additionally, Consumers filed updates to its renewable energy plan in November 2024 to propose plans to meet the increased renewable energy standard.

Together, these plans will enable Consumers to achieve 60 percent renewable energy by 2035 and 100 percent clean energy by 2040 and will also contribute to Consumers’ achievement of its net-zero emissions goals.

The Electric Supply Plan is Consumers’ blueprint for compliance with Michigan’s 2023 Energy Law and for advancing sustainability objectives.

This plan positions Consumers to achieve 60‑percent renewable energy by 2035 and 100‑percent 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.

The remaining emissions will likely be offset by purchasing and/or producing renewable natural gas.

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 Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Gas Utility Outlook and Uncertainties—Gas Environmental Outlook.

Encompassing both its electric and gas businesses, Consumers has set a net-zero greenhouse gas emissions target by 2050.

This goal incorporates greenhouse gas emissions from Consumers’ natural gas delivery system, including suppliers and customers, and has an interim goal of reducing customer emissions by 25 percent by 2035.

Consumers has also set a goal to reduce customer greenhouse gas emissions by 25 percent 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.

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Consumers’ coal ash disposal areas are regulated under Michigan’s solid waste rules and by the EPA’s rules regulating CCRs.

To address some of the requirements of these rules, Consumers has converted all of its fly ash handling systems to dry systems.

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.

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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 Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters.

For further information concerning estimated capital expenditures related to environmental matters, see Item 7.

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At December 31, 2025, unions represented 44 percent of CMS Energy’s employees and 45 percent of Consumers’ employees.

The UWUA represents Consumers’ operating, maintenance, construction, and customer contact center employees.

The USW represents Zeeland plant employees.

The UWUA and USW agreements expire in 2025.

The UWUA represents Consumers’ and NorthStar Clean Energy’s 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 Energy’s represented employees have an agreement that expires in 2029.

The safety of co-workers, customers, and the general public is a priority of CMS Energy and Consumers.

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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, CMS Energy and Consumers set various safety goals tied to the OSHA recordable incident rate and high-risk injuries.

On an annual basis, CMS Energy 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.

The target recordable incident rate for 2025 is 1.00, which, if achieved, would place Consumers within the first quartile of its EEI peer group.

High-risk injuries encompass all recordable and non-recordable incidents with the potential for serious injury or fatality.

In 2024, the companies recorded 11 high-risk injuries, achieving their goal of less than 13 high-risk injuries.

In 2025, the companies recorded nine high-risk injuries, achieving their goal of less than 12 high-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 second quartile 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.

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A breakthrough employee experience is one that instills pride and ownership in one’s work.

To measure progress toward a breakthrough employee experience, CMS Energy and Consumers assess engagement, empowerment, and diversity, equity, and inclusion efforts using the companies’ culture index.

To measure progress toward a breakthrough employee experience, CMS Energy and Consumers assess engagement, empowerment, and

diversity, equity, and inclusion efforts using the companies’ culture index.

For the year ended December 31, 2025, the companies attained scores of:

◦ 75‑percent positive sentiment for engagement, up 3 percentage points from 2024

◦ 65 percent positive sentiment for empowerment, up 17 percentage points from 2023

◦ 73 percent positive sentiment for diversity, equity, and inclusion, up eight percentage points from 2023

◦ 65‑percent positive sentiment for empowerment, no change from 2024

◦ 75‑percent positive sentiment for diversity, equity, and inclusion, up 2 percentage points from 2024

CMS Energy and Consumers aim to continuously improve these scores every year.

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Diversity, Equity, and Inclusion

As a part of their People Strategy, CMS Energy and Consumers employ a broad and holistic diversity, equity, and inclusion strategy focused on embracing differences.

As a part of their People Strategy, CMS Energy 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 co ‑ worker experience.

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These activities enhance personal growth, build stronger connections among co-workers, and contribute to a more inclusive workplace.

There are seven business employee resource groups available to all co ‑ workers;

There are eight business employee resource groups available to all co ‑ workers;

these groups are:

3 unchanged sentences

• Genergy, a multigenerational group designed to bridge the gap of learning, networking, and mentoring across the generations of the workforce

• the Pride Alliance of Consumers Energy, promoting an inclusive environment that is safe, supportive, and respectful for lesbian, gay, bi-sexual, and transgender persons and allies

• the Pride Alliance of CMS Energy, promoting an inclusive environment that is safe, supportive, and respectful for lesbian, gay, bi-sexual, and transgender persons and allies

• Capable, aimed at removing barriers and creating pathways to meaningful work for co-workers of all abilities

• Interfaith, a space for co ‑ workers 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 affiliation

• People 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 goals

Information About CMS Energy’s and Consumers’ Executive Officers

3 unchanged sentences

President, CEO, and Director 12/2020 – Present

Executive Vice President 1/2020 – 12/2020

President, CEO, and Director 12/2020 – Present

Executive Vice President 1/2020 – 12/2020

NorthStar Clean Energy

Chairman of the Board, CEO, and Director 12/2020 – Present

Chairman of the Board, CEO, and Director 12/2020 – 7/2025

Hayes (age 51)

2 unchanged sentences

NorthStar Clean Energy

Chairman of the Board and Director 7/2025 – Present

Executive Vice President, CFO, and Director 5/2017 – 6/2024

1 unchanged sentence

Berry (age 53)

Senior Vice President 2/2022 – Present

Vice President 11/2018 – 2/2022

Hofmeister (age 48)

Senior Vice President 7/2017 – Present

NorthStar Clean Energy

Executive Vice President and Chief Operating Officer 7/2025 – Present

Senior Vice President 2/2022 – 7/2025

Name, Age, Position(s) Period

Executive Vice President and Chief Operating Officer 7/2025 – Present

Senior Vice President 2/2022 – 7/2025

Vice President 11/2018 – 2/2022

Johnson (age 47)

Senior Vice President and General Counsel 5/2019 – Present

Executive Vice President and Chief Legal and Administrative Officer 7/2025 – Present

Senior Vice President and General Counsel 5/2019 – 7/2025

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

Senior Vice President and General Counsel 8/2018 – 6/2020

LeeRoy Wells, Jr.

Name, Age, Position(s) Period

Hofmeister (age 49)

Senior Vice President 7/2017 – Present

NorthStar Clean Energy

Senior Vice President 9/2017 – 6/2024

Lauren Snyder (age 44)

Senior Vice President and Chief Customer and Growth Officer 7/2025 – Present

Vice President 7/2017 – 7/2025

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business