Form 4: CMS Energy COO reports RSU vesting, tax withholding

CMS Energy EVP & COO Tonya L. Berry reported 2,021 performance-based shares vested and 2,642 shares withheld for taxes, ending with 70,105 direct shares.

Summary

• Executive: Tonya L. Berry, Executive Vice President & COO of CMS Energy (CMS).
• On 03/26/2026, 2,021 common shares were acquired at $0 upon exceeding performance criteria under the 2023 Restricted Stock Award.
• On 03/26/2026, 2,642 shares were withheld at $76.33 per share to satisfy tax obligations (Transaction Code F).
• Direct holdings moved from 72,747 shares immediately after the award to 70,105 shares after tax withholding on the same day.
• Holdings include an adjustment of 339 additional shares from dividend reinvestment/equivalents tied to Restricted Stock awards.
• No derivative securities reported; no 10b5-1 plan indicated; routine equity award vesting activity.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as modestly positive: performance-based vesting signals achievement of targets, and the tax withholding is routine with limited market impact.

Positives

• Performance criteria for the 2023 Restricted Stock Award were exceeded, resulting in the acquisition of 2,021 shares at $0.
• Total holdings include 339 additional shares from dividend reinvestment/equivalents, reflecting ongoing accumulation.
• Final direct ownership remains substantial at 70,105 shares, signaling continued alignment with shareholders.

Negatives

• 2,642 shares were withheld at $76.33 per share for taxes, leading to a net decrease of 621 shares in direct holdings on 03/26/2026.
• No incremental cash compensation or broader financial performance data provided in this filing.

Future Outlook

No forward-looking statements or guidance included.

Industry Context

StockSavvy.ai notes this is a routine executive equity vesting and tax withholding event common across regulated utilities; performance-based vesting indicates achievement of established 2023 metrics, while tax withholding is administrative and not discretionary selling.

Comparison to Industry Standards

• Consistent with peer utilities (e.g., DTE Energy, American Electric Power, NextEra Energy), where executives typically receive performance-based RSUs that vest upon meeting multi-year targets.
• Share withholding to satisfy tax obligations at vest is standard practice across S&P 500 issuers and does not typically imply a bearish insider view.
• Final direct ownership in the tens-of-thousands of shares aligns with holdings commonly observed for EVP/COO roles at large regulated utilities.

Stakeholder Impact

• Shareholders: Signals achievement of 2023 performance targets tied to executive compensation; insider continues to hold 70,105 shares.
• Administrative: Tax withholding via share reduction is standard and has minimal implication for company fundamentals.

Key Dates

Keywords

CMS Energy, CMS, Tonya L. Berry, insider transaction, Form 4, restricted stock, performance vesting, dividend equivalents, tax withholding, executive compensation, utilities