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S-3 S-3ASR EX-FILING FEES 0000811156 CMS ENERGY CORP N/A N/A 0000811156 2026-02-11 2026-02-11 0000811156 1 2026-02-11 2026-02-11 0000811156 2 2026-02-11 2026-02-11 0000811156 3 2026-02-11 2026-02-11 0000811156 4 2026-02-11 2026-02-11 0000811156 5 2026-02-11 2026-02-11 0000811156 6 2026-02-11 2026-02-11 0000811156 7 2026-02-11 2026-02-11 0000811156 8 2026-02-11 2026-02-11 0000811156 9 2026-02-11 2026-02-11 0000811156 10 2026-02-11 2026-02-11 0000811156 11 2026-02-11 2026-02-11 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

CMS ENERGY CORP

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 2 Equity Preferred Stock of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 3 Equity Depositary Shares of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 4 Debt Senior Debt Securities of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 5 Debt Senior Convertible Debt Securities of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 6 Debt Subordinated Debt Securities of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 7 Other Stock Purchase Contracts of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 8 Other Stock Purchase Units of CMS Energy Corporation 457(r) 0.0001381
Fees to be Paid 9 Debt Senior Notes of Consumers Energy Company 457(r) 0.0001381
Fees to be Paid 10 Debt First Mortgage Bonds of Consumers Energy Company 457(r) 0.0001381
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities 11 Equity Common Stock, $0.01 par value 415(a)(6) $ 49,131,233,274.00 S-3 333-270060 02/27/2023 $ 72,665.30

Total Offering Amounts:

$ 49,131,233,274.00

$ 0.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 0.00

Offering Note

1

There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee.

2

There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee.

3

1a. There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee. 1b. If CMS Energy Corporation elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Shares, evidenced by depositary receipts issued under a deposit agreement, will be distributed to the investors purchasing such fractional interests, and the shares of Preferred Stock will be issued to the depositary under any such deposit agreement.

4

There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee.

5

There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee.

6

1a. There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee. 1b. Common Stock of CMS Energy Corporation may be issued upon conversion of any convertible Subordinated Debt Securities of CMS Energy Corporation.

7

1a. There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee. 1b. Stock Purchase Contracts may be issued separately or as Stock Purchase Units.

8

1a. There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee. 1b. Each Stock Purchase Unit consists of (a) a Stock Purchase Contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of Common Stock of CMS Energy Corporation and (b) Senior Debt Securities, Subordinated Debt Securities, Preferred Stock or Depositary Shares of CMS Energy Corporation or debt obligations of third parties, including U.S. Treasury securities, or other securities registered hereunder, securing such holder's obligation to purchase such shares of Common Stock.

9

There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee.

10

There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation and (ii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Depositary Shares, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder and may include hybrid securities consisting of a combination of features of any of the securities listed in the table. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act") the registrants are deferring payment of all of the registration fee.

11

CMS Energy Corporation previously registered the offer and sale of shares of Common Stock of CMS Energy Corporation having an aggregate offering price of up to $1,000,000,000 by means of a prospectus supplement filed pursuant to Rule 424(b)(5) under the Securities Act on December 7, 2023 (the "2023 ATM Prospectus Supplement"), pursuant to CMS Energy Corporation's registration statement on Form S-3ASR (File No. 333-270060) filed with the Securities and Exchange Commission ("SEC") on February 27, 2023 (the "2023 Registration Statement"). In connection with the filing of the 2023 ATM Prospectus Supplement, CMS Energy Corporation paid a filing fee of $147,600 in connection with the registration of shares of Common Stock having a maximum aggregate offering price of $1,000,000,000 to be issued and sold as part of an "at-the-market" offering. Of those shares of Common Stock, shares of Common Stock having an aggregate offering price of $507,687,667.26 have been sold and shares of Common Stock with a maximum aggregate offering price of $492,312,332.74 remain unsold (the "Carry Forward Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Carry Forward Securities, and the registration fees totaling $72,665.30 that were previously paid on December 7, 2023 with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the 2023 Registration Statement will be deemed terminated as of the effective date of this registration statement.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A