CMS Energy (CMS) SVP Hofmeister details equity award and tax share moves

Rhea-AI Filing Summary

CMS Energy Corporation Senior Vice President Brandon J. Hofmeister reported equity award-related transactions in company common stock. On January 26, 2026, he acquired 326 shares at $0 after CMS exceeded performance criteria under a 2023 restricted stock award, pursuant to the CMS Performance Incentive Stock Plan.

The filing notes his total direct holdings reflected an adjustment of 323 additional shares from dividend reinvestment or equivalents under restricted stock awards. On the same date, 4,221 shares were withheld at $71.53 per share, typically for tax obligations, leaving 60,918 shares held directly and 1 share held indirectly in a custodial account for his son.

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^*

Hofmeister Brandon 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)

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

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		326(1)	A	$0	65,139(2)	D
Common Stock	01/26/2026		F		4,221	D	$71.53	60,918	D
Common Stock								1	I	Custodial Account for Son

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 323 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) executive Brandon J. Hofmeister report?

Brandon J. Hofmeister reported award-related activity in CMS common stock. He acquired 326 shares at $0 from a 2023 performance-based restricted stock award and had 4,221 shares withheld at $71.53 per share, generally for taxes, on January 26, 2026.

How many CMS (CMS) shares does Brandon J. Hofmeister hold after this Form 4?

After the reported transactions, Hofmeister directly holds 60,918 shares of CMS common stock. The filing also shows 1 share held indirectly in a custodial account for his son, reflecting both performance-based awards and dividend reinvestment adjustments under CMS incentive plans.

What is the source of the 326 CMS (CMS) shares acquired by Hofmeister?

The 326 CMS shares were acquired because the company exceeded performance criteria tied to Hofmeister’s 2023 restricted stock award. This award was granted under the CMS Performance Incentive Stock Plan, and the shares were issued at no cash cost to him on January 26, 2026.

What does the 4,221 CMS (CMS) share transaction at $71.53 represent?

The 4,221-share transaction at $71.53 per share is coded “F,” indicating shares withheld, typically to cover tax obligations on equity awards. This reduced Hofmeister’s direct CMS common stock holdings from 65,139 shares to 60,918 shares on January 26, 2026.

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

The filing notes an adjustment of 323 additional CMS shares from dividend reinvestment or equivalents tied to restricted stock awards. These reinvested or equivalent shares are included in Hofmeister’s total common stock holdings reported under the CMS Performance Incentive Stock Plan.

Does Brandon J. Hofmeister have any indirect holdings of CMS (CMS) shares?

Yes. In addition to his direct holdings, Hofmeister is reported as having 1 CMS common share held indirectly in a custodial account for his son. This indirect position is separate from his 60,918 directly held shares after the reported transactions.