CMS Energy (CMS) SVP granted 2,863 performance shares, 3,759 withheld for taxes

Rhea-AI Filing Summary

CMS Energy Senior Vice President Brandon J. Hofmeister received 2,863 shares of Common Stock as a performance-based restricted stock award on March 26, 2026, after CMS exceeded criteria set under a 2023 Restricted Stock Award. These shares were granted at $0.00 per share as equity compensation.

On the same date, 3,759 shares of Common Stock were disposed of at $76.33 per share solely to satisfy tax obligations related to equity awards, not as an open‑market sale. Following these transactions, he directly holds 70,111 shares and indirectly holds 3 shares in custodial accounts for children.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hofmeister Brandon J.

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,863	$0.00	--
Tax Withholding	Common Stock	3,759	$76.33	$287K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 73,870 shares (Direct); Common Stock — 3 shares (Indirect, Custodial Accounts for Children)

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 54 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

Restricted stock award: 2,863 shares Tax-withholding shares: 3,759 shares at $76.33 Direct holdings after transactions: 70,111 shares +2 more

5 metrics

Restricted stock award 2,863 shares Performance-based Common Stock granted on March 26, 2026

Tax-withholding shares 3,759 shares at $76.33 Shares delivered to cover tax liability on equity awards

Direct holdings after transactions 70,111 shares CMS Common Stock directly held by Brandon Hofmeister

Indirect custodial holdings 3 shares Custodial accounts for children reported as indirect ownership

Dividend reinvestment adjustment 54 shares Additional shares credited via dividend reinvestment or equivalents

Key Terms

Restricted Stock Award, CMS Performance Incentive Stock Plan, tax-withholding disposition, dividend reinvestment or equivalents, +1 more

5 terms

Restricted Stock Award financial

"were 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"

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.

dividend reinvestment or equivalents financial

"shares of Common Stock of CMS acquired as a result of dividend reinvestment or equivalents pursuant to the Restricted Stock awards"

Custodial Accounts for Children financial

"nature_of_ownership: "Custodial Accounts for Children""

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^*

Hofmeister Brandon 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

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)		2,863	A	$0	73,870	D(2)
Common Stock	03/26/2026		F		3,759	D	$76.33	70,111	D
Common Stock								3	I	Custodial Accounts for Children

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 54 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 did CMS (CMS) executive Brandon Hofmeister report in this Form 4?

Brandon Hofmeister reported receiving 2,863 CMS common shares as a performance-based restricted stock award and a related tax-withholding disposition of 3,759 shares. After these transactions, he holds 70,111 shares directly and 3 shares indirectly in custodial accounts for children.

Is the CMS (CMS) Form 4 transaction an open-market purchase or sale?

The Form 4 does not show any open-market purchase or sale. It reports an equity compensation grant of 2,863 shares and a tax-withholding disposition of 3,759 shares at $76.33, which covers tax liabilities on equity awards rather than reflecting discretionary trading activity.

How many CMS (CMS) shares does Brandon Hofmeister hold after this filing?

After the reported transactions, Brandon Hofmeister holds 70,111 CMS common shares directly and 3 shares indirectly through custodial accounts for children. These totals include adjustments from the new performance-based restricted stock award and prior dividend reinvestment or equivalent credits under the company’s incentive plan.

What triggered the 2,863-share award reported in the CMS (CMS) Form 4?

The 2,863-share award was triggered by CMS exceeding performance criteria tied to a 2023 Restricted Stock Award under the CMS Performance Incentive Stock Plan. When those performance goals were surpassed, additional common shares were credited to Brandon Hofmeister as part of his long-term incentive compensation.

Why were 3,759 CMS (CMS) shares disposed of at $76.33 in this Form 4?

The 3,759 shares disposed of at $76.33 were used to satisfy tax liabilities associated with equity awards, as indicated by transaction code F. This type of tax-withholding disposition is a mechanical step in stock-based compensation and does not represent a voluntary market sale.

Does the CMS (CMS) Form 4 mention dividend reinvestment or equivalents?

Yes. A footnote explains total holdings include 54 additional CMS common shares acquired through dividend reinvestment or equivalent credits linked to prior restricted stock awards under the CMS Performance Incentive Stock Plan. These incremental shares are reflected in the reported post-transaction holdings.