CMS Energy (NYSE: CMS) CFO receives 33,144 restricted shares in stock grant

Rhea-AI Filing Summary

CMS Energy Corporation reported that Executive Vice President and Chief Financial Officer Hayes Rejji P received a grant of restricted common stock. On 01/29/2026, he was awarded 33,144 shares at a price of $0 per share under the company’s Performance Incentive Stock Plan.

The restricted stock is subject to a three-year cliff vesting schedule, meaning the shares are scheduled to vest all at once after three years, rather than gradually. Following this grant, Hayes Rejji P beneficially owns 269,725 shares of CMS Energy common stock in direct ownership.

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^*

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)
01/29/2026

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	01/29/2026		A		33,144(1)	A	$0	269,725	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. Restricted Stock granted by CMS Energy Corporation ("CMS") pursuant to CMS' Performance Incentive Stock Plan and subject to a three-year "cliff" vesting schedule.

Remarks:

	Rhonda M. Morris, Attny-in-Fact	02/02/2026
	** 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 transaction did CMS (CMS) report for its EVP/CFO?

CMS reported that EVP/CFO Hayes Rejji P received 33,144 shares of restricted common stock. The award was granted at $0 per share under the Performance Incentive Stock Plan, increasing his direct beneficial ownership to 269,725 CMS Energy shares after the transaction.

When did the CMS (CMS) restricted stock grant to the CFO occur?

The restricted stock grant to CMS Energy’s EVP/CFO Hayes Rejji P occurred on January 29, 2026. This date is listed as the transaction date for the award of 33,144 shares of common stock reported on the Form 4 insider filing.

How many CMS (CMS) shares does the CFO own after this Form 4 transaction?

After the reported transaction, EVP/CFO Hayes Rejji P beneficially owns 269,725 CMS Energy common shares. This total reflects the addition of 33,144 restricted shares granted on January 29, 2026, as disclosed in the Form 4 filing for the insider.

What are the vesting terms of the CMS (CMS) restricted stock grant?

The restricted stock grant is subject to a three-year cliff vesting schedule. Under this structure, none of the 33,144 shares vest incrementally; instead, all shares are scheduled to vest at the end of three years, assuming applicable conditions are satisfied.

Was the CMS (CMS) restricted stock grant to the CFO a purchase or an award?

The transaction was an award of restricted stock, not a market purchase. The Form 4 shows transaction code “A” for acquisition at a price of $0 per share, granted under CMS Energy’s Performance Incentive Stock Plan as part of executive compensation.