Johnson Shaun M 4

What Happened

• Shaun M. Johnson, Executive Vice President & Chief Legal Officer of CMS Energy (CMS), received 3,284 shares under a 2023 performance-based restricted stock award (reported as an acquisition at $0.00). To cover tax obligations related to the award, 4,311 shares were withheld/disposed at an implied value of $76.33 per share, totaling $329,059.

Key Details

• Transaction dates: March 26, 2026 (reported on Form 4 filed March 30, 2026).
• Award: 3,284 shares granted at $0.00 (code A — award/grant/acquisition).
• Tax withholding: 4,311 shares withheld/disposed at $76.33 per share for $329,059 (code F — payment of exercise price or tax liability).
• Shares owned after transaction: not specified in the filing; the filing notes an adjustment of 458 additional shares from dividend reinvestment or equivalents.
• Footnotes: F1 — shares were issued because CMS exceeded certain performance criteria under the 2023 Restricted Stock Award; F2 — holdings reflect an adjustment of 458 shares from dividend reinvestment/equivalents.
• Filing timing: filing date is March 30, 2026 for transactions on March 26, 2026 (dates are factual; check filing for any timeliness designations).

Context

• This is a performance-based restricted stock award being settled; the withholding of shares to satisfy tax liabilities is common and does not represent a voluntary open-market sale by the insider.
• For retail investors: award receipts indicate compensation tied to company performance, while withheld shares simply satisfy tax obligations and should not be interpreted as a directional trade by the insider.