CMS Energy (NYSE: CMS) CEO granted stock; shares withheld for tax

Rhea-AI Filing Summary

CMS Energy Corp President and CEO Garrick J. Rochow reported compensation-related share activity in company stock. He acquired 19,681 shares of Common Stock on March 26, 2026 as a grant tied to CMS exceeding performance criteria under a 2023 Restricted Stock Award.

On the same date, 25,833 shares were disposed of at $76.33 per share to cover tax obligations, a non-market transaction. After these entries, he directly held 637,918 shares of CMS Common Stock, reflecting routine incentive plan activity rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rochow Garrick J

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	19,681	$0.00	--
Tax Withholding	Common Stock	25,833	$76.33	$1.97M

Holdings After Transaction: Common Stock — 663,751 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 2205 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

Shares granted: 19,681 shares Tax-withheld shares: 25,833 shares Share price for tax withholding: $76.33 per share +2 more

5 metrics

Shares granted 19,681 shares Common Stock grant tied to 2023 Restricted Stock Award performance on March 26, 2026

Tax-withheld shares 25,833 shares Shares delivered for tax liability at $76.33 per share on March 26, 2026

Share price for tax withholding $76.33 per share Value used for 25,833-share tax-withholding disposition

Post-transaction holdings 637,918 shares Common Stock directly held by CEO after March 26, 2026 entries

Dividend reinvestment adjustment 2,205 shares Additional Common Stock from dividend reinvestment or equivalents under Restricted Stock awards

Key Terms

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

4 terms

Restricted Stock Award financial

"exceeding certain performance criteria established under the 2023 Restricted Stock Award granted to the reporting person"

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"

dividend reinvestment financial

"2205 additional shares of Common Stock of CMS acquired as a result of dividend reinvestment or equivalents"

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

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.

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^*

Rochow Garrick J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		19,681	A	$0	663,751	D(2)
Common Stock	03/26/2026		F		25,833	D	$76.33	637,918	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 2205 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) CEO Garrick Rochow report?

Garrick J. Rochow reported a grant of 19,681 CMS Common Stock shares and a related tax-withholding disposition of 25,833 shares on March 26, 2026. These transactions stemmed from equity compensation awards, not open-market purchases or sales of stock.

Were the latest CMS (CMS) insider transactions open-market buys or sells?

No. The CEO’s Form 4 shows a grant of 19,681 shares and a tax-withholding disposition of 25,833 shares at $76.33 per share. Both arose from equity awards and tax obligations, not discretionary open-market trading activity in CMS stock.

How many CMS (CMS) shares does the CEO hold after these transactions?

Following the compensation grant and tax-withholding entry, Garrick J. Rochow directly holds 637,918 shares of CMS Common Stock. This figure incorporates the March 26, 2026 transactions and reflects his ongoing equity stake from incentive stock plan awards.

What triggered the 19,681-share CMS (CMS) grant to the CEO?

The 19,681 CMS shares were awarded because the company exceeded performance criteria under a 2023 Restricted Stock Award. The grant was made pursuant to the CMS Performance Incentive Stock Plan, aligning executive compensation with achievement of specified performance goals.

Why were 25,833 CMS (CMS) shares disposed of at $76.33 on the Form 4?

The 25,833 CMS shares at $76.33 per share were delivered to satisfy tax liabilities related to equity compensation. This F-code disposition represents shares withheld for taxes, not a voluntary sale into the market by the CEO of CMS Energy Corp.

Did dividend reinvestment affect the CMS (CMS) CEO’s reported holdings?

Yes. The filing notes an adjustment of 2,205 additional CMS shares from dividend reinvestment or equivalents under Restricted Stock awards. This adjustment is included within the reported total holdings of 637,918 shares of Common Stock after the March 26, 2026 transactions.