CMS Energy prices upsized $850M 3.125% convertible notes due 2031

CMS ENERGY CORP

Offering upsized from $750M to $850M; initial purchasers have option for additional $150M.
Net proceeds ~$839.3M; $250M to retire 3.60% Senior Notes due Nov 15, 2025, remainder for corporate purposes.
Conversion price ~$90.61/share (25% premium over Nov 3, 2025 closing); initial conversion rate 11.0360 shares per $1,000.
Notes bear 3.125% interest, mature May 1, 2031; redeemable by CMS on/after May 7, 2029 if stock price condition met.
Expected close Nov 6, 2025; private placement to QIBs under Rule 144A.

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