CMS Energy (CMS) EVP/CFO reports acquisition and sale of common stock

Rhea-AI Filing Summary

CMS Energy Corporation executive Hayes Rejji P, EVP/CFO, reported two stock transactions in company common stock dated January 26, 2026. He acquired 719 shares at $0 as CMS exceeded performance criteria under a 2023 restricted stock award granted through the CMS Performance Incentive Stock Plan.

The filing also shows a disposition of 9,174 common shares at a price of $71.53 per share. Following these transactions and an adjustment reflecting 2,275 additional shares from dividend reinvestment under the same plan, he directly owns 236,581 CMS common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hayes Rejji P

Role EVP/CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	719	$0.00	--
Tax Withholding	Common Stock	9,174	$71.53	$656K

Holdings After Transaction: Common Stock — 245,755 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 2,275 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.

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^*

Hayes Rejji P

(Last) (First) (Middle)

ONE ENERGY PLAZA

(Street)

JACKSON MI 49201

(City) (State) (Zip)

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)
	EVP/CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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

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

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

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	01/26/2026		A		719(1)	A	$0	245,755(2)	D
Common Stock	01/26/2026		F		9,174	D	$71.53	236,581	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 2,275 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	01/28/2026
	** 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.

FAQ

What insider transactions did CMS (CMS) EVP/CFO Hayes Rejji report?

Hayes Rejji reported one acquisition and one disposition of CMS common stock. On January 26, 2026, he acquired 719 shares at $0 and disposed of 9,174 shares at $71.53 per share, all reported as directly owned.

Why did the CMS (CMS) CFO receive 719 shares of common stock?

The 719 CMS shares were awarded based on performance criteria. They were acquired after CMS exceeded certain performance targets set under a 2023 Restricted Stock Award granted to Hayes Rejji through the CMS Performance Incentive Stock Plan.

How many CMS (CMS) shares does the EVP/CFO own after these transactions?

After the reported transactions, the EVP/CFO directly owns 236,581 CMS shares. This total includes adjustments for 2,275 additional shares acquired through dividend reinvestment or equivalents related to restricted stock awards under the CMS Performance Incentive Stock Plan.

What does the transaction code "A" mean in the CMS (CMS) Form 4?

The code "A" indicates an acquisition of securities. In this case, it reflects 719 CMS common shares granted to Hayes Rejji at $0 per share under a performance-based 2023 Restricted Stock Award governed by the CMS Performance Incentive Stock Plan.

What does the transaction code "F" represent in the CMS (CMS) insider filing?

The code "F" denotes a disposition related to an award, such as to cover obligations. The filing shows 9,174 CMS common shares disposed of at $71.53 per share on January 26, 2026, reported as directly owned by the EVP/CFO.

How were additional CMS (CMS) shares from dividend reinvestment reported?

The filing notes an adjustment of 2,275 CMS shares from dividend reinvestment. These additional common shares were acquired as dividend reinvestment or equivalents tied to restricted stock awards issued under the CMS Performance Incentive Stock Plan and are reflected in the total direct holdings.