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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: December 5, 2023

(Date of earliest event reported)

Commission file |  | Registrant, State of Incorporation or Organization, |  | IRS Employer
number |  | Address of Principal Executive Offices and Telephone Number |  | Identification Number
1-5611 |  | CONSUMERS ENERGY COMPANY (a Michigan corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |  | 38-0442310
333-274648-01 |  | CONSUMERS 2023 SECURITIZATION FUNDING LLC (a Delaware limited liability company) c/o Consumers Energy Company One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |  | 93-3119763

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series |  | CMS-PB |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK | 0001991774
Co-Registrant Amendment Flag | false
Co-Registrant Form Type | 8-K
Co-Registrant DocumentPeriodEndDate | 2023-12-05
Co-Registrant Written Communications | false
Co-Registrant Solicitating Materials | false
Co-Registrant PreCommencement Tender Offer | false
Co-Registrant PreCommencement Issuer Tender Offer | false
Emerging Growth Company | false

| Item 8.01. | Other Events

On December 5, 2023, Consumers Energy Company (the “Utility”) and Consumers 2023 Securitization Funding LLC (the “Issuing Entity”) entered into an Underwriting Agreement with Citigroup Global Markets Inc. as representative of the underwriters identified therein with respect to the purchase and sale of $646,000,000 of Senior Secured Securitization Bonds, Series 2023A (the “Securitization Bonds”), to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of December 12, 2023, which are annexed hereto as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The Securitization Bonds were offered pursuant to the prospectus dated December 5, 2023 (the “Prospectus”). In connection with the issuance of the Securitization Bonds, the Utility and/or the Issuing Entity also expect to enter into an Amended and Restated Limited Liability Company Agreement, Securitization Property Servicing Agreement, Securitization Property Purchase and Sale Agreement, Administration Agreement and Intercreditor Agreement, which are annexed hereto as Exhibits 3.2, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on 8-K.

| Item 9.01. | Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. |  | Description
1.1 |  | Underwriting Agreement among Consumers 2023 Securitization Funding LLC, Consumers Energy Company and Citigroup Global Markets Inc. as representative for the Underwriters identified therein, dated December 5, 2023
3.2 |  | Amended and Restated Limited Liability Company Agreement of Consumers 2023 Securitization Funding LLC, to be dated as of December 12, 2023
4.1 |  | Indenture by and between Consumers 2023 Securitization Funding LLC and The Bank of New York Mellon, as indenture trustee, as a securities intermediary and as an account bank (including forms of the Senior Secured Securitization Bonds), to be dated as of December 12, 2023
4.2 |  | Series Supplement by and between Consumers 2023 Securitization Funding LLC and The Bank of New York Mellon, as indenture trustee, to be dated as of December 12, 2023
10.1 |  | Securitization Property Servicing Agreement between Consumers 2023 Securitization Funding LLC and Consumers Energy Company, as Servicer, to be dated as of December 12, 2023
10.2 |  | Securitization Property Purchase and Sale Agreement between Consumers 2023 Securitization Funding LLC and Consumers Energy Company, as Seller, to be dated as of December 12, 2023
10.3 |  | Administration Agreement between Consumers 2023 Securitization Funding LLC and Consumers Energy Company, as Administrator, to be dated as of December 12, 2023
10.4 |  | Intercreditor Agreement among The Bank of New York Mellon, as trustee for the securitization bonds issued by Consumers 2014 Securitization Funding LLC, Consumers 2014 Securitization Funding LLC, The Bank of New York Mellon as indenture trustee, Consumers 2023 Securitization Funding LLC and Consumers Energy Company, to be dated as of December 12, 2023
104 |  | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

| CONSUMERS ENERGY COMPANY
| By: | /s/ Rejji P. Hayes
|  | Rejji P. Hayes
Dated: December 6, 2023 |  | Executive Vice President and Chief Financial Officer
| CONSUMERS 2023 SECURITIZATION FUNDING LLC
| By: | /s/ Rejji P. Hayes
|  | Rejji P. Hayes
Dated: December 6, 2023 |  | Executive Vice President