CMS Energy (NYSE: CMS) CEO logs stock award gain and tax share sale

Rhea-AI Filing Summary

CMS Energy Corporation’s President and CEO Garrick J. Rochow reported equity award activity and a related share disposition. On January 26, 2026, he acquired 2,240 shares of common stock at $0, earned because CMS exceeded performance criteria under a 2023 restricted stock award.

On the same date, 28,390 shares of common stock were disposed of at $71.53 per share, a transaction typically associated with tax withholding for equity awards (code “F”). After these transactions, he directly held 518,452 CMS shares, with holdings also reflecting 5,496 additional shares from dividend reinvestment under the company’s performance incentive stock plan.

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

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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 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)

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

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		2,240(1)	A	$0	546,842(2)	D
Common Stock	01/26/2026		F		28,390	D	$71.53	518,452	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 5,496 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.
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FAQ

What insider transactions did CMS (CMS) report for its CEO on January 26, 2026?

CMS reported that President and CEO Garrick J. Rochow acquired 2,240 CMS common shares at $0 and disposed of 28,390 shares at $71.53 on January 26, 2026. These transactions were related to performance-based awards and associated tax withholding activity.

How many CMS (CMS) shares does CEO Garrick Rochow own after this Form 4?

After the reported transactions, President and CEO Garrick J. Rochow directly owned 518,452 shares of CMS common stock. This figure includes adjustments for performance-based restricted stock and additional shares credited through dividend reinvestment under the company’s performance incentive stock plan.

Why did the CMS (CMS) CEO receive 2,240 shares at no cost?

The 2,240 CMS shares were granted at $0 because the company exceeded performance criteria set under a 2023 Restricted Stock Award. This award was made pursuant to the CMS Performance Incentive Stock Plan and rewarded achievement against those predefined performance targets.

What does the 28,390-share transaction at $71.53 mean for CMS (CMS)?

The 28,390 CMS shares at $71.53 were reported under transaction code “F,” indicating shares withheld to cover taxes on an equity award. This reduces the CEO’s share count but arises from award settlement mechanics rather than an open-market discretionary sale.

How were dividend reinvestments reflected in the CMS (CMS) CEO’s holdings?

The CEO’s total CMS holdings reflect an additional 5,496 shares acquired through dividend reinvestment or equivalents. These arose under restricted stock awards granted pursuant to the CMS Performance Incentive Stock Plan, incrementally increasing his beneficial ownership over time.