What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-11 · 44 added, 46 removed, 395 unchanged (19% of the section changed)

65 unchanged sentences

Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their 2026 Annual Meetings of Shareholders to be held May 8, 2026.

The proxy statement will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10‑K, all of which information is hereby incorporated by reference in, and made part of, this Form 10‑K.

The proxy statement

will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10‑K, all of which information is hereby incorporated by reference in, and made part of, this Form 10‑K.

Code of Ethics

28 unchanged sentences

(This page intentionally left blank)

Exhibits and Financial Statement Schedules

53 unchanged sentences

Decrease (increase) in notes receivable – intercompany ( 309 ) 21 55

Proceeds from DB SERP investments 3 — —

Net cash used in investing activities ( 1,478 ) ( 803 ) ( 868 )

19 unchanged sentences

Accounts receivable – intercompany and related parties 8 8

Taxes receivable — 11

Prepayments and other current assets 1 1

1 unchanged sentence

Other Non‑current Assets

Construction work in progress 1 —

Property, plant, and equipment 1 1

Deferred income taxes 105 150

38 unchanged sentences

• to EGLE on behalf of CMS Land and CMS Capital, for environmental remediation obligations at Bay Harbor

• to the U.S.

Department of Energy on behalf of Consumers, in connection with Consumers’ 2011 settlement agreement with the U.S.

Department of Energy regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

• to the DOE on behalf of Consumers, in connection with Consumers’ 2011 settlement agreement with the DOE regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

The expiration dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.

48 unchanged sentences

4.1.i 1-5611 4.1 — 125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)

4.1.j 1-5611 4.1 — 127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)

Previously Filed

Exhibits With File

4.1.j 1-5611 4.1 — 126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)

4.1.k 1-5611 4.1 — 127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)

4.1.l 1-5611 4.1 — 128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)

4.1.m 1-5611 4.1 — 129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)

4.1.n 1-5611 4.1 — 130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)

4.1.o 1-5611 4.1 — 131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)

4.1.p 1-5611 4.1 — 132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)

4.1.q 1-5611 4.1 — 133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)

4.1.r 1-5611 4.1 — 134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)

4.1.s 1-5611 4.1 — 135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)

4.1.k 1-5611 4.1 — 128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)

4.1.l 1-5611 4.1 — 129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)

4.1.m 1-5611 4.1 — 130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)

4.1.n 1-5611 4.1 — 131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)

4.1.o 1-5611 4.1 — 132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)

4.1.p 1-5611 4.1 — 133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)

4.1.q 1-5611 4.1 — 134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)

4.1.r 1-5611 4.1 — 135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)

4.1.s 1-5611 4.1 — 136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)

4.1.t 1-5611 4.1 — 137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)

4.1.u 1-5611 4.1 — 137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)

4.1.v 1-5611 4.3 — 138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)

4.1.w 1-5611 4.1 — 139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)

4.1.x 1-5611 4.1 — 140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)

4.1.y 1-5611 4.1 — 141st dated as of 5/20/20 (Form 8-K filed May 20, 202 0)

4.1.z 1-5611 4.1 — 142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)

4.1.u 1-5611 4.3 — 138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)

4.1.v 1-5611 4.1 — 139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)

4.1.w 1-5611 4.1 — 140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)

4.1.x 1-5611 4.1 — 141st dated as of 5/20/20 (Form 8-K filed May 20, 202 0)

4.1.y 1-5611 4.1 — 142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)

4.1.z 1-5611 4.1 — 144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)

4.1.aa 1-5611 4.1 — 145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)

4.1.bb 1-5611 4.1 — 145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)

4.1.cc 1-5611 4.1 — 146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)

4.1.dd 1-5611 4.1 — 147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)

4.1.ee 1-5611 4.1 — 148th dated as of 2/23/23 (Form 8-K filed February 23, 202 3)

4.1.ff 1-5611 4.1 — 149th dated as of 5/30/23 (Form 8-K filed May 30, 2023)

4.1.gg 1-5611 4.1 — 150th dated as of 8/4/23 (Form 8-K filed August 4, 2023)

4.1.hh 1-5611 4.1 — 151st dated as of 1/9/24 (Form 8-K filed January 9, 2024 )

4.1.ii 1-5611 4.1 — 152nd dated as of 8/5/24 (Form 8-K filed August 5, 2024)

4.1.bb 1-5611 4.1 — 146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)

4.1.cc 1-5611 4.1 — 147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)

4.1.dd 1-5611 4.1 — 148th dated as of 2/23/23 (Form 8-K filed February 23, 2023)

4.1.ee 1-5611 4.1 — 149th dated as of 5/30/23 (Form 8-K filed May 30, 2023)

4.1.ff 1-5611 4.1 — 150th dated as of 8/4/23 (Form 8-K filed August 4, 2023)

4.1.gg 1-5611 4.1 — 151st dated as of 1/9/24 (Form 8-K filed January 9, 2024 )

4.1.hh 1-5611 4.1 — 152nd dated as of 8/5/24 (Form 8-K filed August 5, 2024)

4.1.ii 1-5611 4.1 — 153rd dated as of 5/2/25 (Form 8-K filed May 2, 2025)

4.1.jj 1-5611 4.1 — 154th dated as of 11/21/25 (Form 8-K filed November 21, 2025)

4.1.kk — 155th dated as of 11/28/2025

4.2 1-5611 (4)(b) — Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)

4 unchanged sentences

1-9513 4.2 — 31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)

1-9513 4.1 — 32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)

Previously Filed

11 unchanged sentences

1-9513 4.1 — 10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)

1-9513 4.1 — 11th dated as of 2/21/25 (Form 8-K filed February 21, 2025)

1-9513 4.1 — Indenture dated as of May 5, 2023 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed May 5, 2023)

1-9513 4.1 — Indenture dated as of November 6, 2025 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed November 6, 2025)

1-9513 4.6 — Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2021)

5 unchanged sentences

1-9513 10.6 — Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers effective on January 1, 1982 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)

1-9513 10.5 — Defined Contribution Supplemental Executive Retirement Plan, amended December 21, 2023, effective January 1, 2024 (Form 10-K for the fiscal year ended December 31, 2023)

1-9513 10.2 — Form of Officer Separation Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)

Previously Filed

Exhibits With File

1-9513 10.5 — Defined Contribution Supplemental Executive Retirement Plan, amended December 21, 2023, effective January 1, 2024 (Form 10-K for the fiscal year ended December 31, 2023)

1-9513 10.2 — Form of Officer Separation Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)

1-9513 (10)(y) — Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)

4 unchanged sentences

1-9513 10.12 — Annual Employee Incentive Compensation Plan for Consumers amended December 11, 2023, effective July 1, 2023 (Form 10-K for the fiscal year ended December 31, 2023)

1-9513 10.2 — Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of July 1, 2023 (Form 10-Q for the quarterly period ended September 30, 2023)

1-9513 10.1 — $550 million Fifth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8‑K filed December 15, 2022)

10.15 1-5611 10.2 — $1.1 billion Sixth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8‑K filed December 15, 2022)

1-9513 10.1 — Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of May 1, 2025 (Form 10-Q for the quarterly period ended June 30, 2025)

1-9513 10.1 — $750 million Sixth Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8‑K filed November 21, 2025)

10.15 1-5611 10.2 — $1.1 billion Seventh Amended and Restated Revolving Credit Agreement dated as of Nov ember 21 , 202 5 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8‑K filed November 21, 2025 )

10.16 1-5611 10.1 — $250 million Amended and Restated Revolving Credit Agreement dated as of November 19, 2018 among Consumers, the Banks, as defined therein, and The Bank of Nova Scotia, as Agent (Form 8‑K filed November 20, 2018)

1 unchanged sentence

10.16.b 1-5611 10.1 — Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)

10.16.c 1-5611 10.1 — Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

10.16.d 1-5611 10.1 — First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)

Previously Filed

Exhibits With File

10.16.c 1-5611 10.1 — Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

10.16.d 1-5611 10.1 — First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)

10.16.e 1-5611 10.1 — Amendment No.

2 to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2023)

10.16.f 1-5611 10.3 — Third Amendment to the Amended and Restated $250 Million Secured Revolving Credit Agreement (Form 8-K filed November 21, 202 5 )

1-9513 10.1 — Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)

3 unchanged sentences

1 dated as of May 31, 2023 to the Purchase and Sale Agreement, dated June 21, 2021 by and among Consumers and New Covert Generating Company, LLC (Form 10-Q for the quarterly period ending June 30, 2023)

10.20 1-5611 10.1 — $1 billion unsecured Term Loan Credit Agreement dated as of July 22, 2022 among Consumers, the Banks defined therein, and U.S.

Bank National Association, as Agent (Form 10-Q for the quarterly period ended June 30, 2022)

1-9513 10.22 — Annual Employee Incentive Compensation Plan for Consumers amended and restated effective January 1, 2024 (Form 10-K for the fiscal year ended December 31, 2023)

19.1 — Policy Prohibiting Illegal Insider Trading

19.1 1-9513 19.1 — Policy Prohibiting Illegal Insider Trading (Form 10-K for the fiscal year ended December 31, 2024)

21.1 — Subsidiaries of CMS Energy and Consumers

5 unchanged sentences

31.4 — Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Previously Filed

Exhibits With File

32.1 — CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

1-9513 97.1 — CMS Energy/Consumers Clawback Policy (Form 10-K for the fiscal year ended December 31, 2023)

Previously Filed

Exhibits With File

333-275106 99.1 — CMS Energy Stock Purchase Plan, as amended and restated October 20, 2023 (Form S-3ASR filed October 20, 2023)

36 unchanged sentences

Wright, Director

Darrow, Director

/s/ Ralph Izzo

26 unchanged sentences

Wright, Director

Darrow, Director

/s/ Ralph Izzo

1 unchanged sentence

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 9A. Controls and Procedures