CMS Energy (NYSE: CMS) CFO reports stock grant and tax withholding

Rhea-AI Filing Summary

CMS Energy EVP and CFO Rejji P. Hayes reported routine equity compensation activity. He received a grant of 6,316 shares of Common Stock at $0.00 per share after CMS exceeded performance criteria under a 2023 Restricted Stock Award. On the same date, 8,290 shares at $76.33 per share were withheld to cover tax liabilities tied to restricted stock awards, a non-market disposition rather than an open-market sale. Following these transactions and an adjustment of 784 shares from dividend reinvestment equivalents, he directly holds 268,535 CMS shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hayes Rejji P

Role EVP/CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,316	$0.00	--
Tax Withholding	Common Stock	8,290	$76.33	$633K

Holdings After Transaction: Common Stock — 276,825 shares (Direct)

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 784 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 grant: 6,316 shares Grant price: $0.00 per share Tax-withheld shares: 8,290 shares +3 more

6 metrics

Restricted stock grant 6,316 shares Common Stock awarded for exceeding 2023 performance criteria

Grant price $0.00 per share Price for 6,316-share performance-based award

Tax-withheld shares 8,290 shares Shares delivered to cover tax liabilities on awards

Tax-withholding price $76.33 per share Valuation for 8,290 shares used for tax payment

Holdings after transactions 268,535 shares Direct CMS common stock owned by CFO after Form 4 events

Dividend reinvestment adjustment 784 shares Additional shares from dividend reinvestment or equivalents

Key Terms

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

4 terms

Restricted Stock Award financial

"Shares of Common Stock ... 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"

dividend reinvestment or equivalents financial

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

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.

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^*

Hayes Rejji P

(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)
	EVP/CFO

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		6,316	A(1)	$0	276,825	D(2)
Common Stock	03/26/2026		F		8,290	D	$76.33	268,535	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 784 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 insider transactions did CMS (CMS) EVP/CFO Rejji Hayes report?

Rejji P. Hayes reported receiving 6,316 shares of CMS Energy common stock as a performance-based restricted stock grant. He also reported 8,290 shares withheld at $76.33 per share to satisfy tax obligations related to equity awards, with resulting direct holdings of 268,535 shares.

Did the CMS (CMS) Form 4 show any open-market sale of shares?

The Form 4 shows no open-market sales. Instead, 8,290 CMS Energy shares were disposed of as a tax-withholding transaction at $76.33 per share, covering tax liabilities on equity compensation rather than reflecting a discretionary sale into the market.

How many CMS (CMS) shares does EVP/CFO Rejji Hayes own after these transactions?

After the reported transactions, Rejji P. Hayes directly owns 268,535 shares of CMS Energy common stock. This figure includes an adjustment of 784 additional shares acquired through dividend reinvestment or equivalents under prior restricted stock awards in the Performance Incentive Stock Plan.

Why did CMS (CMS) grant 6,316 shares of restricted stock to its CFO?

The 6,316 CMS Energy shares were acquired because the company exceeded performance criteria set in a 2023 Restricted Stock Award. That award was granted under the CMS Performance Incentive Stock Plan, rewarding the CFO when defined long-term performance goals were achieved.

What does the tax-withholding transaction in the CMS (CMS) Form 4 represent?

The 8,290-share transaction at $76.33 per share reflects shares withheld to pay tax liabilities from equity compensation. This “F” code disposition indicates shares were delivered to cover taxes on awards, not voluntarily sold on the open market for investment purposes.

What is the role of dividend reinvestment in the CMS (CMS) Form 4 totals?

Total holdings include an adjustment of 784 CMS Energy shares from dividend reinvestment or equivalents tied to restricted stock awards. These additional shares accumulate automatically when dividends are reinvested under the CMS Performance Incentive Stock Plan, increasing the executive’s reported share count over time.