Item 1.01 Entry Into a Material Definitive Agreement

On January 12, 2023, Consumers Energy Company ("Consumers Energy"), a principal subsidiary of CMS Energy Corporation, and certain institutional purchasers in the private placement market ("Purchasers") entered into a Bond Purchase Agreement ("BPA") whereby Consumers Energy will sell to the Purchasers, in a private placement, an aggregate principal amount of $400 million First Mortgage Bonds ("FMBs"). The issuance and funding are expected to take place in May 2023, subject to customary closing conditions, and include $115 million aggregate principal amount of 5.24 percent FMBs due 2026, $50 million aggregate principal amount of 5.07 percent FMBs due 2029, $95 million aggregate principal amount of 5.17 percent FMBs due 2032, and $140 million aggregate principal amount of 5.38 percent FMBs due 2037.

The foregoing description of the BPA does not purport to be complete and is qualified in its entirety by the provisions of the BPA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.


10.1 Bond Purchase Agreement dated as of January 12, 2023 between Consumers Energy and each of the Purchasers named therein

104.1 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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