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CMS Energy Corporation and its principal subsidiary, Consumers Energy Company, have expanded each of their boards from nine to eleven members and elected Diane Leopold and Richard P. Keyes as directors, effective February 20, 2026.
Leopold is the retired executive vice president and chief operating officer of Dominion Energy, bringing more than three decades of utility experience, and will serve on the Compensation and Human Resources Committee and the Finance Committee. Keyes is the president and chief executive officer of Meijer, Inc., with over 35 years of operational and leadership experience, and will serve on the Audit Committee and the Governance, Sustainability and Public Responsibility Committee.
Both new directors will enter into Director Indemnification Agreements and, in connection with joining the CMS Energy board, will each receive a pro‑rated restricted stock grant under the CMS Energy Performance Incentive Stock Plan and ongoing compensation as described in CMS Energy’s 2025 annual meeting proxy statement.
CMS Energy Corporation is offering up to $1,000,000,000 of common stock through an at-the-market equity distribution program that may include forward sale agreements. As of this prospectus supplement, it has already sold shares with an aggregate offering price of about $507.7 million, leaving roughly $492.3 million available for future issuances.
Shares may be sold from time to time through several major banks acting as sales agents, principals, forward purchasers and forward sellers, generally at prevailing NYSE market prices. CMS Energy intends to use net proceeds for general corporate purposes, including potential debt reduction, capital expenditures, investments in subsidiaries and working capital, and may repay borrowings under its revolving credit facility maturing in 2030. Forward sale agreements can be physically, cash or net share settled, and physical or net share settlement would increase shares outstanding and dilute earnings per share.
CMS Energy Corporation officer reports a new stock grant. VP, Controller and Chief Accounting Officer Scott B. McIntosh received 5,008 shares of CMS Energy common stock on 01/29/2026 at a stated price of $0 per share as a restricted stock award.
The grant was made under CMS Energy's Performance Incentive Stock Plan and is subject to a three-year "cliff" vesting schedule, meaning the shares vest all at once after three years of service and conditions. Following this award, McIntosh directly holds 25,850 shares of CMS Energy common stock.
CMS Energy Corporation reported an insider equity award for Senior Vice President Lauren Y. Snyder. On January 29, 2026, Snyder received 3,526 shares of common stock at a price of $0 per share, reflecting a grant rather than a purchase.
The award is described as restricted stock granted under CMS Energy’s Performance Incentive Stock Plan and is subject to a three-year “cliff” vesting schedule, meaning the shares vest all at once after three years. Following this grant, Snyder beneficially owned 16,426 shares of CMS Energy common stock in direct ownership.
CMS Energy Corporation reported that Senior Vice President Thomas Shannon received an award of 7,757 shares of common stock on January 29, 2026. The shares were granted at a price of $0 as restricted stock under CMS Energy’s Performance Incentive Stock Plan.
The restricted stock is subject to a three-year “cliff” vesting schedule, meaning the full award is scheduled to vest after three years rather than gradually over time. Following this grant, Shannon directly beneficially owns 7,757 shares of CMS Energy common stock.
CMS Energy Corporation Senior Vice President Brandon J. Hofmeister received a grant of 13,752 shares of CMS common stock on January 29, 2026. The shares are restricted stock issued under CMS Energy’s Performance Incentive Stock Plan and are subject to a three-year cliff vesting schedule.
Following this grant, Hofmeister beneficially owns 74,670 shares of CMS common stock directly. He also has indirect beneficial ownership of 1 share held in a custodial account for his son.
CMS Energy Corporation granted Executive Vice President & CLO Shaun M. Johnson 19,747 shares of common stock on January 29, 2026. The award is in the form of restricted stock under CMS Energy’s Performance Incentive Stock Plan and is subject to a three-year cliff vesting schedule.
After this grant, Johnson beneficially owns 109,894 shares of CMS Energy common stock, all reported as directly held.
CMS Energy Corporation Executive Vice President and COO Tonya L. Berry received a grant of 20,451 shares of common stock as restricted stock. The grant was made at a price of $0 per share under CMS Energy’s Performance Incentive Stock Plan and is subject to a three-year cliff vesting schedule. Following this award, she beneficially owns 70,387 shares of CMS Energy common stock in direct ownership.
CMS Energy Corporation reported that Executive Vice President and Chief Financial Officer Hayes Rejji P received a grant of restricted common stock. On 01/29/2026, he was awarded 33,144 shares at a price of $0 per share under the company’s Performance Incentive Stock Plan.
The restricted stock is subject to a three-year cliff vesting schedule, meaning the shares are scheduled to vest all at once after three years, rather than gradually. Following this grant, Hayes Rejji P beneficially owns 269,725 shares of CMS Energy common stock in direct ownership.
CMS Energy Corporation reported an insider equity award for its President and CEO, Garrick J. Rochow. On January 29, 2026, he was granted 123,413 shares of common stock at a price of $0 per share.
The footnote explains this is restricted stock granted under CMS Energy's Performance Incentive Stock Plan, subject to a three-year "cliff" vesting schedule, meaning the shares vest only after three years. Following this award, Rochow beneficially owns 641,865 shares of CMS Energy common stock directly.