Hayes Rejji P 4

What Happened

• Rejji P. Hayes, EVP and CFO of CMS Energy Corp (CMS), received a grant of 719 restricted shares on 2026-01-26 (recorded as an award at $0). On the same date, 9,174 shares were disposed/withheld to satisfy tax obligations at $71.53 per share, totaling approximately $656,216.
• The award was performance-based (2023 Restricted Stock Award); the disposal represents share withholding/payment of tax liability rather than an open-market sale.

Key Details

• Transaction date(s): 2026-01-26 (reported on Form 4 filed 2026-01-28). Filing appears timely (within normal Form 4 deadline).
• Award: 719 shares acquired @ $0.00 (code A).
• Tax withholding/disposition: 9,174 shares disposed @ $71.53 = $656,216 (code F).
• Footnote F1: Shares were issued because CMS exceeded performance criteria under the 2023 Restricted Stock Award.
• Footnote F2: The filing notes an adjustment of +2,275 shares from dividend reinvestment/equivalents related to restricted stock awards.
• The Form 4 does not list an explicit total aggregate holding after these transactions; the footnote indicates the holdings were adjusted upward by 2,275 shares.

Context

• This was a performance-based restricted stock vesting event with shares withheld/sold to cover tax withholding — a common administrative step that doesn't necessarily signal the insider's market view.
• Not an open-market purchase or a voluntary sale by the insider for investment purposes; the disposition is to satisfy tax liability arising from the award.