Rochow Garrick J 4

What Happened

• Garrick J. Rochow, President & CEO (and Director) of CMS Energy Corporation, received a 2,240-share restricted stock award on 2026-01-26 (price $0.00). To cover the associated tax liability, 28,390 shares were withheld/disposed at $71.53 per share, for a total withholding value of $2,030,737.
• The award was granted under a 2023 Restricted Stock Award tied to performance criteria; the withholding reflects surrendering shares to satisfy tax obligations rather than an open-market sale.

Key Details

• Transaction date: 2026-01-26; Filing date: 2026-01-28 (filed within typical 2‑business‑day window).
• Award: 2,240 shares acquired (Code A) at $0.00.
• Tax withholding/disposition: 28,390 shares disposed (Code F) at $71.53 each = $2,030,737.
• Shares owned after the reported transactions are not specified in the provided excerpt. Footnote F2 notes an adjustment of +5,496 shares from dividend reinvestment/equivalents related to restricted stock awards.
• Footnote F1: Award resulted from CMS exceeding performance criteria under the 2023 Restricted Stock Award (Performance Incentive Stock Plan).
• These transactions represent a grant (acquisition) and a tax-related surrender/withholding of shares — not necessarily a market sell to raise cash.

Context

• This is a restricted stock award vesting due to performance; the withholding of shares to cover taxes is a common administrative action (similar to a sell-to-cover) and should not be interpreted as an unrelated executive stock sale signaling sentiment.
• For retail investors: the acquisition (award) is an insider receipt of equity tied to company performance, while the withheld shares are procedural for tax payment.