Hofmeister Brandon J. 4

What Happened Brandon J. Hofmeister, Senior Vice President of CMS Energy Corp (CMS), received 2,863 shares from a performance-based restricted stock award (reported as an acquisition at $0) and had 3,759 shares disposed (withheld) to satisfy tax liabilities, valued at $76.33 per share for a total of $286,924. The award was granted because CMS exceeded certain performance criteria under the 2023 Restricted Stock Award.

Key Details

• Transaction date: 2026-03-26; Form 4 filed 2026-03-30 (filed within the required two business days — timely).
• Award (Code A): 2,863 shares acquired at $0 (restricted stock grant vesting per performance attainment).
• Tax withholding (Code F): 3,759 shares disposed at $76.33, proceeds/withholding value = $286,924.
• Shares owned after the transaction: not specified in the public filing (the filing notes an adjustment of +54 shares from dividend reinvestment related to the restricted awards).
• Footnotes: F1 — award resulting from meeting performance criteria under the 2023 plan; F2 — 54 additional shares reflect dividend reinvestment/equivalents.
• Transaction codes: A = Award/Grant; F = Payment of exercise price or tax liability (i.e., sell-to-cover for taxes).

Context This was a performance-based restricted stock award that vested and triggered routine share withholding to cover tax obligations. The acquisition (award) is a non-cash compensation event; the disposed shares were used to satisfy taxes rather than an open-market sale indicating a change in insider sentiment.