CMS Energy (NYSE: CMS) EVP awarded shares, some withheld for taxes

Rhea-AI Filing Summary

CMS Energy Executive Vice President & CLO Shaun M. Johnson reported routine equity compensation and related tax withholding in company stock. He received 3,284 shares of Common Stock at no cost as a performance-based Restricted Stock Award tied to 2023 criteria under the CMS Performance Incentive Stock Plan.

To cover tax obligations, 4,311 shares of Common Stock were disposed of through share withholding at $76.33 per share, a non-market transaction. Footnotes state his total holdings also reflect 458 additional shares from dividend reinvestment or equivalents under the same plan, resulting in 109,325 shares of Common Stock held directly after these updates.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Johnson Shaun M

Role Executive Vice President & CLO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,284	$0.00	--
Tax Withholding	Common Stock	4,311	$76.33	$329K

Holdings After Transaction: Common Stock — 113,636 shares (Direct)

Footnotes (1)

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. The total holdings reflect an adjustment of 458 additional shares of Common Stock of CMS acquired as a result of dividend reinvestment or equivalents pursuant to the Restricted Stock awards granted in accordance with the provisions of the CMS Performance Incentive Stock Plan.

Key Figures

Performance-based stock award: 3,284 shares Tax-withholding shares: 4,311 shares Tax-withholding price: $76.33 per share +2 more

5 metrics

Performance-based stock award 3,284 shares Common Stock granted as 2023 Restricted Stock Award

Tax-withholding shares 4,311 shares Shares withheld to cover tax liability

Tax-withholding price $76.33 per share Value used for F-code tax-withholding disposition

Shares after transactions 109,325 shares Common Stock directly held after award and withholding

Dividend reinvestment adjustment 458 shares Additional shares from dividend reinvestment or equivalents

Key Terms

Restricted Stock Award, CMS Performance Incentive Stock Plan, dividend reinvestment or equivalents, tax-withholding disposition

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.

CMS Performance Incentive Stock Plan financial

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

dividend reinvestment or equivalents financial

"458 additional shares of Common Stock of CMS acquired as a result of dividend reinvestment or equivalents"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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.

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^*

Johnson Shaun M

(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)
	Executive Vice President & CLO

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)		3,284	D	$0	113,636	D(2)
Common Stock	03/26/2026		F		4,311	D	$76.33	109,325	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.

2. The total holdings reflect an adjustment of 458 additional shares of Common Stock of CMS acquired as a result of dividend reinvestment or equivalents pursuant to the Restricted Stock awards granted 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 insider transactions did CMS (CMS) report for Shaun M. Johnson?

CMS reported that EVP and CLO Shaun M. Johnson received 3,284 performance-based shares and had 4,311 shares withheld at $76.33 each for taxes, ending with 109,325 common shares directly held.

Was the CMS (CMS) insider activity an open-market sale of shares?

No. The Form 4 shows 4,311 shares were withheld at $76.33 to satisfy tax obligations, not sold on the open market. This type of F-code transaction is a routine tax-withholding disposition tied to equity compensation.

How many CMS (CMS) shares did Shaun Johnson receive as an award?

Shaun Johnson received 3,284 shares of CMS Common Stock at no cost. The award resulted from CMS exceeding performance criteria under a 2023 Restricted Stock Award in the CMS Performance Incentive Stock Plan.

How many CMS (CMS) shares does Shaun Johnson hold after these transactions?

After the reported equity award and tax-withholding disposition, Shaun Johnson directly holds 109,325 shares of CMS Common Stock. This figure includes an adjustment of 458 additional shares from dividend reinvestment or equivalent awards under the incentive plan.

What does the F-coded transaction mean in the CMS (CMS) Form 4?

The F-coded transaction reflects 4,311 CMS shares withheld at $76.33 each to pay tax liabilities on equity compensation. It represents payment of taxes by delivering shares rather than cash, not a discretionary market sale by the executive.

How were performance criteria involved in the CMS (CMS) stock award?

The filing states that 3,284 CMS shares were acquired because the company exceeded performance criteria set under a 2023 Restricted Stock Award. These criteria were established within the CMS Performance Incentive Stock Plan for Shaun Johnson.