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CMS Energy Corporation and Consumers Energy Company are holding concurrent virtual annual shareholder meetings on May 8, 2026. Shareholders of record on March 10, 2026 can participate and vote online by internet, phone, mail, or during the live webcast.
Investors are asked to elect 11 directors, approve on an advisory basis the executive compensation program, and ratify the independent auditor. CMS shareholders also will vote on doubling authorized common shares from 350 million to 700 million, adding a shareholder right to call special meetings, and a shareholder proposal to allow action by written consent, which the board recommends voting against.
The proxy details extensive governance practices, including an independent board chair, a presiding director, majority voting for uncontested director elections, proxy access, strong cybersecurity and risk oversight, and a pay program heavily weighted to at-risk, equity-based, performance-linked compensation tied to earnings growth, total shareholder return, and triple-bottom-line goals for people, planet, and prosperity.
CMS Energy Corporation and its principal subsidiary, Consumers Energy, filed a combined preliminary proxy for virtual annual meetings on May 8, 2026 at 9:45 a.m. ET. The Boards ask shareholders to elect 11 director nominees, approve an advisory vote on executive compensation, ratify the independent auditor and consider CMS-specific charter amendments to increase authorized common shares from 350 million to 700 million and to permit shareholder-called special meetings.
The materials highlight governance practices (majority voting standard, independent presiding director), sustainability goals (100% clean electricity by 2040; net-zero methane by 2030), 2025 adjusted EPS of $3.61, and a 2026 annualized dividend of $2.28. CMS reports it holds 99.6% of Consumers' voting shares, which will be voted in line with Consumers' Board recommendations.
CMS Energy Corp officer Scott B. McIntosh, VP, Controller and Chief Accounting Officer, reported an open-market sale of 1,750 shares of common stock at $78.205 per share. After this transaction, his directly owned stake stands at 24,223 common shares.
A footnote explains that the reported total holdings include an additional 123 shares acquired automatically through dividend reinvestment or equivalents tied to restricted stock awards under the CMS Performance Incentive Stock Plan.
CMS Energy Corporation senior vice president Brandon J. Hofmeister reported multiple stock transactions in company common shares. On February 27, 2026, he executed an open-market sale of 4,000 shares at a weighted average price of $78.235 per share, with individual trades ranging from $78.23 to $78.26. After this sale, his directly held stake was 70,670 shares.
Hofmeister also completed bona fide gifts of small share amounts, including 2 shares from his direct holdings and 2 shares from custodial accounts for his children. His reported total holdings were adjusted to include 285 additional shares acquired through dividend reinvestment or equivalents under the CMS Performance Incentive Stock Plan.
Fidelity Brokerage Services LLC submitted a Form 144 notifying the sale of 4,000 common shares of CMS for an aggregate offering price of $312,938.02. The shares consist of restricted stock that vested on various dates (including 03/22/2023, 05/31/2023, 09/01/2023, 11/30/2023, and 01/22/2024) with per-event quantities shown (for example, 2,293 and 1,302). The filing lists these vested holdings as the securities to be sold.
CMS Energy Corp director Diane Leopold bought 2,000 shares of common stock in an open-market purchase. The transaction took place on February 25, 2026 at a price of $76.699 per share. After this purchase, she directly owns 2,769 CMS Energy shares.
CMS Energy Corp director Diane Leopold reported an acquisition of company shares through an equity award. She received 769 shares of common stock at a price of $0.00 per share, increasing her directly owned stake to 769 shares. The award was granted under CMS Energy Corporation's Performance Incentive Stock Plan and is subject to vesting at the next annual meeting date.
Keyes Richard Patrick reported acquisition or exercise transactions in this Form 4 filing.
CMS Energy Corporation director Richard Patrick Keyes reported an equity award of 769 shares of common stock. The shares were granted at a price of $0.00 per share under CMS Energy Corporation's Performance Incentive Stock Plan and are subject to vesting at the next annual meeting date. Following this grant, Keyes directly holds 769 shares of CMS Energy common stock.