McIntosh Scott B 4

What Happened Scott B. McIntosh, VP, Controller and CAO of CMS Energy (CMS), was awarded 117 restricted shares on 2026-01-26 after meeting performance criteria, and 1,418 shares were withheld by the company to satisfy a tax liability. The withheld shares were reported as disposed at $71.53 per share, totaling $101,430; the 117 awarded shares were reported at $0.00 (grant).

Key Details

• Transaction date: 2026-01-26; Form filed: 2026-01-28 (appears timely).
• Award: 117 shares granted (code A) at $0.00.
• Tax withholding: 1,418 shares withheld/disposed (code F) at $71.53 per share = $101,430.
• Footnote F1: Awarded shares resulted from exceeding performance criteria under the 2023 Restricted Stock Award (Performance Incentive Stock Plan).
• Footnote F2: Total holdings on the filing reflect an additional adjustment of 361 shares from dividend reinvestment/equivalents related to restricted stock awards.
• The filing shows a tax-withholding share disposition rather than an open-market sale.

Context This was a performance-based restricted stock award vesting with shares withheld to cover taxes — a routine corporate payroll/tax action rather than a market sale or purchase. For retail investors, such awards signal that named performance targets were met but do not by themselves indicate insider buying or selling intent.