Berry Tonya L 4

What Happened

• Tonya L. Berry, Executive Vice President & COO of CMS Energy Corp (CMS), was granted 2,021 restricted shares under a performance-based award on 2026-03-26 (reported on Form 4). To cover withholding/tax obligations tied to the award, 2,642 shares were surrendered at a reported per-share price of $76.33, totaling $201,664. The grant was issued under CMS’s 2023 Restricted Stock Award (Performance Incentive Stock Plan).

Key Details

• Transaction date: 2026-03-26; Form 4 filed: 2026-03-30 (timely filing).
• Award (Code A): 2,021 shares granted at $0.00 (award price); these are performance-based restricted shares per footnote F1.
• Tax withholding (Code F): 2,642 shares disposed @ $76.33 = $201,664 to satisfy tax liabilities.
• Footnote F2: Filing notes an additional adjustment of 339 shares added via dividend reinvestment/equivalents tied to restricted stock awards.
• Shares owned after transaction: the filing does not state a single total holding count on the provided summary; net movement on reported transactions is -621 shares (2,021 acquired vs. 2,642 withheld), with an additional +339-share adjustment noted.

Context

• This was a performance-based restricted stock award, not an open-market purchase; the retained/awarded shares are typically subject to vesting/conditions. The 2,642-share disposition was a withholding to cover tax liabilities (a common administrative/cashless action) rather than a market sale for investment reasons. The filing appears timely and routine.