CMS Energy (NYSE: CMS) VP receives performance shares as 1,197 withheld for taxes

Rhea-AI Filing Summary

CMS Energy Corp VP, Controller and CAO Scott B. McIntosh reported routine equity compensation activity in company common stock. He acquired 1,028 shares at no cost as a performance-based stock award after CMS exceeded criteria set under a 2023 Restricted Stock Award.

On the same date, 1,197 shares of common stock were disposed of at $76.33 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. After these transactions, McIntosh directly holds 24,054 CMS common shares, reflecting a modest net reduction driven by tax withholding tied to compensation.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McIntosh Scott B

Role VP, Controller, CAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,028	$0.00	--
Tax Withholding	Common Stock	1,197	$76.33	$91K

Holdings After Transaction: Common Stock — 25,251 shares (Direct)

Footnotes (1)

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Key Figures

Performance-based shares granted: 1,028 shares Shares withheld for taxes: 1,197 shares Tax withholding price: $76.33 per share +2 more

5 metrics

Performance-based shares granted 1,028 shares Common Stock grant/award acquisition on March 26, 2026

Shares withheld for taxes 1,197 shares Tax-withholding disposition on March 26, 2026

Tax withholding price $76.33 per share Price used for tax-withholding disposition

Holdings after transactions 24,054 shares Direct CMS common stock held by McIntosh after March 26, 2026

Holdings before tax withholding 25,251 shares Direct CMS common stock immediately after award, before tax withholding

Key Terms

Restricted Stock Award, Performance Incentive Stock Plan, tax-withholding disposition, Grant, award, or other acquisition

4 terms

Restricted Stock Award financial

"acquired as a result of CMS exceeding certain performance criteria established under the 2023 Restricted Stock Award"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

Performance Incentive Stock Plan financial

"granted to the reporting person in accordance with the provisions of the CMS Performance Incentive Stock Plan"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McIntosh Scott B

(Last) (First) (Middle)

ONE ENERGY PLAZA

(Street)

JACKSON MICHIGAN 49201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CMS ENERGY CORP [ CMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Controller, CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/26/2026		A(1)		1,028	A	$0	25,251	D
Common Stock	03/26/2026		F		1,197	D	$76.33	24,054	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares of Common Stock of CMS Energy Corporation ("CMS") were acquired as a result of CMS exceeding certain performance criteria established under the 2023 Restricted Stock Award granted to the reporting person in accordance with the provisions of the CMS Performance Incentive Stock Plan.

Remarks:

	Rhonda M. Morris, Attny-in-fact	03/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did CMS (CMS) executive Scott B. McIntosh report in this Form 4?

Scott B. McIntosh reported a routine equity compensation event. He received 1,028 CMS common shares from a performance-based award and had 1,197 shares withheld to cover taxes, leaving him with 24,054 directly owned shares after the transactions.

Was the CMS (CMS) Form 4 for Scott McIntosh a stock purchase or sale?

The Form 4 shows no open-market purchase or sale. It records a grant of 1,028 performance-based shares and a tax-withholding disposition of 1,197 shares, where shares were withheld to pay taxes rather than sold in the market.

How many CMS (CMS) shares does Scott McIntosh hold after this filing?

After the reported transactions, Scott McIntosh directly holds 24,054 shares of CMS common stock. This reflects the net impact of receiving 1,028 performance-based shares and 1,197 shares withheld to satisfy tax liabilities related to his equity compensation.

What triggered the 1,028-share award to Scott McIntosh at CMS (CMS)?

The 1,028 CMS shares were acquired because the company exceeded performance criteria tied to a 2023 Restricted Stock Award. This award was granted under the CMS Performance Incentive Stock Plan and vested based on achieving those predefined performance goals.

What does the tax-withholding disposition in the CMS (CMS) Form 4 mean?

The tax-withholding disposition reflects 1,197 CMS shares withheld at $76.33 per share to cover tax liabilities. This is an administrative step associated with vested equity awards, not an open-market sale, and it reduces the shares the executive ultimately receives from the grant.