Johnson Shaun M 4

What Happened

• Shaun M. Johnson, Executive Vice President & Chief Legal Officer of CMS Energy, received 374 shares as a restricted stock award (acquired at $0.00) on January 26, 2026.
• On the same date, 4,821 shares were surrendered/withheld to satisfy tax liability at a per-share value of $71.53, generating $344,846 (reported as a disposition for tax withholding).

Key Details

• Transaction date: 2026-01-26 (Form 4 filed 2026-01-28; appears timely — within typical 2-business-day reporting window).
• Award: 374 shares @ $0.00 (code A — award/grant).
• Tax withholding/disposition: 4,821 shares @ $71.53 = $344,846 (code F — payment of exercise price or tax liability).
• Shares owned after transaction: not specified in the provided extract; filing notes an adjustment of 418 additional shares from dividend reinvestment/equivalents related to restricted stock awards. (See footnote F2.)
• Footnote context: the awarded shares resulted from CMS exceeding performance criteria under a 2023 Restricted Stock Award (footnote F1).

Context

• This was a performance-based restricted stock vesting, not an open-market buy or opportunistic sale. The 4,821-share disposition reflects shares withheld to satisfy taxes (a common administrative action), not a market sale that signals trading intent.
• For retail investors: awards indicate company performance criteria were met for that executive's grant, while tax-withholding dispositions are routine and don’t necessarily reflect the insider’s view of the stock.