CMS Energy (CMS) COO receives stock award and withholds shares for taxes

Rhea-AI Filing Summary

CMS Energy Executive Vice President & COO Tonya L. Berry reported routine equity compensation activity involving CMS Energy common stock. She received a grant of 2,021 shares at no cost, tied to CMS exceeding performance criteria under a 2023 restricted stock award.

On the same date, 2,642 shares were withheld at a price of $76.33 per share to cover tax obligations, rather than sold on the open market. After these transactions and dividend-related adjustments, she directly holds 70,105 CMS shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Berry Tonya L

Role Executive Vice President & COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,021	$0.00	--
Tax Withholding	Common Stock	2,642	$76.33	$202K

Holdings After Transaction: Common Stock — 72,747 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 339 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

Stock grant: 2,021 shares Tax withholding shares: 2,642 shares Tax withholding price: $76.33 per share +2 more

5 metrics

Stock grant 2,021 shares Common stock awarded on March 26, 2026 for 2023 performance criteria

Tax withholding shares 2,642 shares Shares delivered for tax liability at $76.33 per share

Tax withholding price $76.33 per share Value used for 2,642-share tax-withholding disposition

Shares held after transactions 70,105 shares Direct CMS common stock holdings following March 26, 2026 transactions

Dividend reinvestment adjustment 339 shares Additional shares from dividend reinvestment or equivalents under restricted awards

Key Terms

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

4 terms

Restricted Stock Award financial

"2023 Restricted Stock Award granted to the reporting person in accordance with the provisions of the CMS Performance Incentive Stock Plan"

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.

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

"additional shares of Common Stock of CMS acquired as a result of dividend reinvestment or equivalents"

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^*

Berry Tonya L

(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)
	Executive Vice President & COO

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)		2,021	A	$0	72,747	D(2)
Common Stock	03/26/2026		F		2,642	D	$76.33	70,105	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 339 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) executive Tonya Berry report?

Tonya L. Berry reported a grant of 2,021 CMS common shares and a disposition of 2,642 shares for tax withholding. Both transactions are routine equity compensation events, not open-market trades, and relate to her restricted stock and performance-based awards.

Was Tonya Berry’s CMS (CMS) Form 4 a stock sale in the market?

No, the Form 4 shows tax withholding, not an open-market sale. The 2,642 shares were delivered to cover tax liabilities tied to equity compensation, a standard administrative mechanism rather than a discretionary decision to sell shares in the market.

Why did Tonya Berry receive 2,021 CMS (CMS) shares on March 26, 2026?

She received 2,021 CMS shares because the company exceeded specific performance criteria under her 2023 restricted stock award. The grant was made pursuant to the CMS Performance Incentive Stock Plan, rewarding achievement of those pre-established performance targets with additional stock.

How many CMS (CMS) shares does Tonya Berry hold after these transactions?

After the reported grant and tax-withholding disposition, Tonya Berry directly holds 70,105 CMS common shares. This figure includes an adjustment of 339 additional shares attributed to dividend reinvestment or equivalents under previously granted restricted stock awards.

What does the tax withholding transaction at $76.33 on CMS (CMS) shares mean?

The 2,642 CMS shares valued at $76.33 each were withheld to satisfy tax obligations linked to her equity awards. Instead of paying cash taxes, a portion of her shares was surrendered, a common administrative practice in stock-based compensation programs.