CMS Energy (CMS) VP McIntosh nets stock from 2023 performance award

Rhea-AI Filing Summary

CMS Energy Corporation officer Scott B. McIntosh, VP, Controller and Chief Accounting Officer, reported routine equity compensation activity in company stock. On January 26, 2026, he acquired 117 shares of Common Stock at $0 when CMS exceeded performance criteria tied to a 2023 restricted stock award under the CMS Performance Incentive Stock Plan.

On the same date, 1,418 shares of Common Stock were withheld at $71.53 per share to cover taxes, leaving McIntosh with 20,842 shares of CMS Common Stock held directly after these transactions. His total holdings also reflect an additional 361 shares credited through dividend reinvestment or equivalents on prior restricted stock awards.

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

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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^*

McIntosh Scott B

(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)
	VP, Controller, CAO

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		117(1)	A	$0	22,260(2)	D
Common Stock	01/26/2026		F		1,418	D	$71.53	20,842	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 361 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) report for Scott B. McIntosh?

CMS reported that officer Scott B. McIntosh acquired 117 shares of Common Stock at $0 from a 2023 performance-based restricted stock award and had 1,418 shares withheld at $71.53 per share to cover taxes, all dated January 26, 2026.

How many CMS (CMS) shares does Scott B. McIntosh own after this Form 4?

After the reported transactions, Scott B. McIntosh directly owns 20,842 shares of CMS Common Stock. This figure incorporates the performance-based award vesting, tax withholding, and prior adjustments from dividend reinvestment or equivalents under the CMS Performance Incentive Stock Plan.

Why did CMS (CMS) withhold 1,418 shares from Scott B. McIntosh?

CMS withheld 1,418 shares of Common Stock at $71.53 per share to satisfy tax obligations tied to the vesting of restricted stock awards. This type of “F” code transaction is a standard share withholding mechanism for covering income and payroll taxes on equity compensation.

What triggered the 117-share award reported in the CMS (CMS) Form 4?

The 117 shares of CMS Common Stock were issued because CMS exceeded specific performance criteria under a 2023 Restricted Stock Award. That award was granted pursuant to the CMS Performance Incentive Stock Plan and vested based on achieving those predefined performance targets.

What is the significance of the 361 additional CMS (CMS) shares mentioned?

The 361 additional shares represent an adjustment for dividend reinvestment or equivalents credited on prior restricted stock awards. These were accumulated under the CMS Performance Incentive Stock Plan and are included in Scott B. McIntosh’s total beneficial holdings reported in the Form 4.

What role does Scott B. McIntosh hold at CMS (CMS)?

Scott B. McIntosh serves as an officer of CMS Energy Corporation with the title VP, Controller, CAO. His Form 4 filing reflects equity compensation and related tax-withholding activity in CMS Common Stock associated with his executive role at the company.