Hayes Rejji P 4

What Happened

• Rejji P. Hayes, EVP and CFO of CMS Energy (CMS), was granted 6,316 restricted shares on 2026-03-26 as a performance-based award under the 2023 Restricted Stock Award. The shares were issued at no cash purchase price ($0.00).
• To satisfy the tax withholding on that award, 8,290 shares were disposed (withheld/sold) at $76.33 per share, generating proceeds of $632,776.

Key Details

• Transaction date: 2026-03-26; Filing date: 2026-03-30 (filed 4 days after the transaction).
• Award: 6,316 shares granted at $0.00 (code A — award/grant).
• Tax withholding/disposition: 8,290 shares sold/withheld at $76.33 each for $632,776 (code F — tax withholding).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes:
  • F1: The awarded shares were issued because CMS exceeded performance criteria under the 2023 Restricted Stock Award.
  • F2: Holdings include an adjustment of 784 additional shares from dividend reinvestment or equivalents related to the restricted stock awards.
• Timeliness: The Form 4 was filed four days after the transaction date; Form 4s are typically due within two business days, so investors may want to verify timeliness with the filing.

Context

• This was a performance-based restricted stock award, not an open‑market purchase. The disposition of 8,290 shares was to cover tax obligations (a routine "sell-to-cover" or withholding), which is common and does not necessarily signal the insider's view on the stock.
• For retail investors, awards tied to performance metrics can indicate management met specific company targets, but awards and sell-to-cover tax actions are administrative and should be considered alongside other insider transactions and company fundamentals.