CMS Energy : 2026 Proxy Statement

2026 COMBINED PROXY STATEMENT

CMS ENERGY CONSUMERS ENERGY

CMS ENERGY WORLD CLASS PERFORMANCE

HOMETOWN SERVICE

DELIVERING

CMS ENERGY CORPORATION CONSUMERS ENERGY COMPANY

NOTICE OF VIRTUAL ANNUAL MEETINGS OF SHAREHOLDERS

To Shareholders of CMS Energy Corporation and Consumers Energy Company:

The CMS Energy Corporation ("CMS") Virtual Annual Meeting of Shareholders and the Consumers Energy Company ("Consumers") Virtual Annual Meeting of Shareholders (collectively "Annual Meeting") will be held concurrently on Friday, May 8, 2026, at 9:45 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may participate online by logging in at virtualshareholdermeeting.com/CMS2026 for CMS shareholders and at virtualshareholdermeeting.com/CMSPB2026 for Consumers shareholders.

ITEMS OF BUSINESS:

For Both CMS and Consumers Shareholders: Board of Directors Recommendation

Elect the 11 Director Nominees, Named in the Accompanying Proxy Statement, to the Board of Directors

FOR EACH

Approve, on an Advisory Basis, Executive Compensation FOR

Ratify the Appointment of Independent Registered Public Accounting Firm FOR

Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement

For CMS Shareholders only: Board of Directors Recommendation

Approve an Amendment to the CMS Restated Articles of Incorporation Increasing the Number of Authorized Shares of CMS Common Stock from 350 Million Shares to 700 Million Shares

FOR

Approve an Amendment to the CMS Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting

FOR

Vote on a Shareholder Proposal: Shareholder Right to Act by Written Consent, if Properly Presented

AGAINST

All shareholders of record at the close of business on March 10, 2026, are entitled to receive notice of and vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you can vote prior to the meeting by Internet, telephone, proxy card or voting instruction form. We encourage you to exercise your right to vote. All shares of Consumers common stock held by CMS (99.6% of the voting shares of Consumers) will be voted for the proposed Director nominees, thus assuring their election as Directors of Consumers, as well as in accordance with other recommendations of the Consumers' Board of Directors.

This year's Annual Meeting will be a virtual meeting. A virtual meeting enables increased shareholder attendance and participation, improves efficiency and reduces costs. By visiting proxyvote.com, you will be able to submit your questions prior to the Annual Meeting. You may attend the Annual Meeting, submit questions and electronically vote your shares at the Annual Meeting from any location around the world with internet connectivity.

By Order of the Boards of Directors, Melissa M. Gleespen

Vice President, Corporate Secretary and Chief Compliance Officer

CMS Energy Corporation Consumers Energy Company March 26, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 8, 2026. This Proxy Statement and Annual Report to Shareholders are available at materials.proxyvote.com/125896 for CMS and materials.proxyvote.com/210518 for Consumers.

‌Proxy Statement

TAÐL« OF CONT«NTS PAGE

Proxy Statement Summary 1

Proxy Statement 3

Our Purpose 3

Proposal 1: Elect the Director Nominees, Named in this Proxy Statement, to the Board of Directors 4

Corporate Governance 11

11 Governance Guidelines and Materials

11 Board of Directors

11 Board Leadership Structure

11 Risk Oversight

1. Cybersecurity Oversight

2. Political Contribution Oversight

1. Public Responsibility and Sustainability Oversight

2. Shareholder Engagement

13 Board Communication Process

14 Identification of Director Candidates

14 Director Candidate Qualifications

14 Board Refreshment

15 Director Independence

15 Director Service on Other Public Company Boards

15 CMS Majority Voting Standard

15 Director Education

15 Board, Committee and Director Evaluations

17 Board and Committee Information

19 Codes of Ethics

19 Compensation Risk

19 No Illegal Insider Trading, Pledging or Hedging

19 Related Party Transactions

20 Management Succession Planning

20 Directors' Compensation

Beneficial Ownership 22

Compensation Discussion and Analysis 24

24 Executive Summary

25 Objectives of Our Executive Compensation Program

29 The Elements of Our Executive Compensation Program

35 Corporate Governance as it Relates to Executive Compensation

Compensation and Human Resources Committee Report 37

2025 Compensation Tables 38

50 CEO Pay Ratio

52 Pay versus Performance

Proposal 2: Approve, on an Advisory Basis, Executive Compensation 57

Report of the Audit Committee 59

Fees Paid to the Independent Registered Public Accounting Firm 60

Proposal 3: Ratify the Appointment of Independent Registered Public Accounting Firm 61

Proposal 4: Approve an Amendment to the CMS Restated Articles of Incorporation Increasing the Number of Authorized Shares of

CMS Common Stock from 350 Million Shares to 700 Million Shares (CMS) 62

Proposal 5: Approve an Amendment to the CMS Restated Articles of Incorporation to Allow Shareholders to Call a Special Meeting (CMS)	63
Proposal 6: Vote on a Shareholder Proposal: Shareholder Right to Act by Written Consent, if Properly Presented (CMS)	64
2027 Proxy Statement Information	68
General Information	69
Appendix A: GAAP Reconciliations	A-I

‌PROXY STATEMENT SUMMARY Meeting Information: Record Date: March 10, 2026

May 8, 2026 • 9:45 a.m. ET

Virtual Meeting at Proxy Materials Released: March 26, 2026 virtualshareholdermeeting.com/CMS2026

virtualshareholdermeeting.com/CMSPB2026

The terms "Corporation," "we," "our," "us" and other representations as used in this proxy statement (the "Proxy Statement") generally refer to both CMS Energy Corporation ("CMS") and its principal subsidiary, Consumers Energy Company ("Consumers").

CMS Proposals Shareholders	Consumers Shareholders	Board Recommendation	Page Reference
Elect the 11 Director Nominees, Named in this X	X	FOR EACH	4
Approve, on an Advisory Basis, Executive X	X	FOR	57
Ratify the Appointment of Independent X	X	FOR	61
Approve an Amendment to the CMS Restated Articles of Incorporation Increasing the Number of X 350 Million Shares to 700 Million Shares		FOR	62
Approve an Amendment to the CMS Restated Articles of Incorporation to Allow Shareholders to X		FOR	63
Vote on a Shareholder Proposal: Shareholder Right to Act by Written Consent, if Properly X		AGAINST	64

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement carefully before voting.

Proxy Statement, to the Board of Directors

Compensation

Registered Public Accounting Firm

Authorized Shares of CMS Common Stock from

Call a Special Meeting

Presented

How Ēo VoĒg

Online: You can vote your shares online by following the instructions on your proxy card, voting instruction form or Notice of Availability of Proxy Materials ("Notice of Availability"). Telephone: You can vote your shares by telephone by requesting a printed copy of the Proxy Materials and following the instructions on your proxy card or voting instruction form. Mail: You can vote your shares by mail by requesting a printed copy of the Proxy Materials and signing, dating and mailing in the proxy card or voting instruction form. Attend: You can vote your shares electronically by attending and voting at the virtual Annual Meeting. Nominees

				Committee Memberships
		Director		Audit	Compensation and Human Resources	Finance	Governance, Sustainability and Public Responsibility	Executive
Name	Age	Since	Independent

Deborah H. Butler	71	2015	Yes		X		X
Ralph Izzo	68	2023	Yes	X		X
Richard P. Keyes*	56	2026	Yes	X			X
Diane Leopold*	59	2026	Yes		X	X
Garrick J. Rochow	51	2020	No
John G. Russell,	68	2010	Yes					Chair
Suzanne F. Shank	64	2019	Yes	X		Chair		X
Myrna M. Soto	57	2015	Yes	X			Chair	X
John G. Sznewajs	58	2015	Yes	Chair		X		X
Ronald J. Tanski	73	2019	Yes		Chair	X		X
Laura H. Wright	66	2013	Yes		X		X	X

Chairman

*Directors Keyes and Leopold were appointed to the Board in February 2026.

‌PROXY STATEMENT

While CMS and Consumers are established, operated and regulated as separate legal entities, CMS and Consumers have the same individuals serving as members on each Board of Directors and each Board Committee and have adopted coordinated Director and executive compensation arrangements and plans as well as auditing relationships. Although in certain contexts in this Proxy Statement the terms "we" and "our" refer to each of CMS and Consumers and satisfy their respective disclosure obligations, this Combined Proxy Statement is separately filed by CMS and Consumers. Information in this Combined Proxy Statement relating to each individual registrant is filed by such registrant on its own behalf. Unless specifically noted, singular references to "Board," "Committee," "Corporation" and "Annual Meeting" refer to both CMS and Consumers.

Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

‌OUR PURPOSE

Our purpose is to provide safe, reliable, affordable, clean, and equitable energy in service of our customers. In support of this purpose, we couple digital transformation with the "CE Way," a lean operating model designed to improve safety, quality, cost, delivery, and employee morale.

We measure our progress toward our purpose by considering our impact on the "triple bottom line" of people, planet, and prosperity; this consideration takes into account not only the economic value that we create for customers and investors, but also our responsibility to social and environmental goals. The triple bottom line balances the interests of employees, customers, suppliers, regulators, creditors, Michigan's residents, the investment community, and other stakeholders, and it reflects the broader societal impacts of our activities. See our sustainability website for more information at cmsenergy.com/ sustainability/default.aspx.

ImpacĒ on "Triplg ÐoĒĒom Ling" HighlighĒs

• 100% Clean Energy Goal - Consumers electric business by 2040

• Net Zero Methane Emissions Goal from Consumers natural gas delivery system by 2030

• Sustainability Report

• Biodiversity Report

• Employees paid fairly and competitively

• Safety Policy

• Business Employee Resource Groups

• 91% of our Directors are Independent - 100% on Audit, Compensation, Finance and Governance Committees

• Annual election of all Directors

• Simple majority voting provisions

• Majority voting standard for uncontested Director elections

• Annual Advisory Say-on-Pay Vote

• Policy prohibiting Directors and Officers from pledging or hedging our stock

• Proxy access bylaws

• Annual Board and Committee self-evaluations

• Individual Director peer evaluations

• Chairman of Board is independent and separate from the CEO

‌PROPOSAL 1: ELECT THE DIRECTOR NOMINEES, NAMED IN THIS PROXY STATEMENT, TO THE BOARD OF DIRECTORS

There are 11 nominees for election as Directors of CMS and Consumers, to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. The Board believes that the nominees will be available to serve, but in the event any nominee is unable to do so, the proxies will be voted for a substitute nominee designated by the Board or the number of Directors constituting the full Board will be reduced accordingly.

All of the nominees are currently serving as Directors. All 11 nominees have accepted their nomination and agree to serve if elected. Richard Keyes and Diane Leopold were appointed to the Board in February 2026, and are standing for election for the first time at the 2026 Annual Meeting.

The following table highlights the key experience, skills and qualifications for each nominee. The skills and qualifications that are marked below are reviewed by the Governance, Sustainability and Public Responsibility Committee ("Governance Committee") and the Board when making nomination decisions and reviewing Board succession planning. The fact that a particular skill or qualification is not designated does not mean nominees do not also possess the specific experience or qualification. The table below illustrates how the Board is well-positioned to provide direction and oversight with respect to our overall performance, strategic direction and significant corporate policies.

Key Experience	Butler	Izzo	Keyes	Leopold	Rochow	Russell	Shank	Soto	Sznewajs	Tanski	Wright
Executive Leadership	X	X	X	X	X	X	X	X	X	X	X
Finance and Accounting	X	X	X		X	X	X	X	X	X	X
Security - Cyber and Physical	X	X						X	X
Strategic Planning and Governance			X	X			X	X	X		X
Sustainability, Environmental and Climate		X		X	X	X					X
Risk Management				X			X	X		X	X
Customer Experience	X		X		X		X				X
Regulated Public Utility		X		X	X	X				X
Regulatory/Governmental Affairs		X		X		X				X
Human Resources						X	X		X	X
Lean/Supply Chain	X		X		X				X
Digital	X		X					X
Demographics and Board Tenure
Board Tenure (as of Annual Meeting)	11	3	0	0	5	16	7	11	10	6	13
Age (as of March 10, 2026)	71	68	56	59	51	68	64	57	58	73	66

The name, age and business experience of each nominee, as of March 10, 2026, follows, as well as a description of the specific experience, qualifications and core competencies of each nominee that led to the Board's conclusion that such nominee should serve as Director.

Deborah H. Butler Retired, Norfolk Southern Corporation, Executive Vice President of Planning and Chief Information Officer 2007 - 2015	SKILLS AND QUALIFICATIONS Butler's qualifications for service on the Board include her extensive experience in operations, leadership, customer service, sustainability and environment, safety, regulatory environment, strategic planning and information technology derived from her varying roles at Norfolk Southern.
AGE: 71 DIRECTOR SINCE: 2015 INDEPENDENT PRINCIPAL OCCUPATION 2007 - 2015 Norfolk Southern Corporation, a rail transportation company, Executive Vice President of Planning and Chief Information Officer PUBLIC BOARDS (within last 5 years) None OTHER EXPERIENCE Norfolk Southern Corporation, prior Vice President customer services Patriot Rail Company LLC, Chairman Ports America, Independent Board Member
Ralph Izzo Retired, Chairman, President and CEO of Public Service Enterprise Group Incorporated 2007 - 2022	SKILLS AND QUALIFICATIONS Izzo is qualified to serve on the Board based on the knowledge and experience acquired throughout his more than 30 years in the electric and gas business. He serves on various boards and committees related to electric and gas services.
AGE: 68 DIRECTOR SINCE: 2023 INDEPENDENT PRINCIPAL OCCUPATION 2022 - 2022 Public Service Enterprise Group Incorporated, a diversified energy company, Executive Chair 2007 - 2022 Public Service Enterprise Group Incorporated, Chairman, President/CEO PUBLIC BOARDS (within last 5 years) 2022 - present Ovintiv Inc. 2020 - present The Bank of New York Mellon Corporation 2007 - 2022 Public Service Enterprise Group Incorporated, Chairman OTHER EXPERIENCE Argonne National Lab, Board TerraPower, Board U.S. Department of Energy's Fusion Energy Sciences Advisory Committee Liberty Science Center, Board of Trustees New Jersey Performing Arts Center, Board and Executive Committee Hackensack Meridian Health Network, Board of Trustees Columbia University Engineering School Industry, Advisory Board Princeton University, Andlinger Center for Energy and the Environment Advisory Council

Richard Keyes Meijer, Inc., President and CEO	SKILLS AND QUALIFICATIONS Keyes brings more than 35 years of broad operational, strategic, and leadership experience to the Board. His background includes extensive work in supply chain management and digital transformation.
AGE: 56 DIRECTOR SINCE: 2026 INDEPENDENT PRINCIPAL OCCUPATION 2017 - present Meijer, Inc., a regional supercenter, President and Chief Executive Officer PUBLIC BOARDS (within last 5 years) None OTHER EXPERIENCE Business Leaders for Michigan, Board The Right Place, Vice Chair Ohio Northern University, Board Chair The Federal Reserve Bank of Chicago-Detroit Branch, Board Chair National Association of Chain Drug Stores, Board Retail Leaders Association, Vice Chair FMI Foundation, Board
Diane Leopold Retired, Dominion Energy, Inc., Executive Vice President and COO 2020-2025	SKILLS AND QUALIFICATIONS Leopold brings to the Board more than three decades of utility experience. The Board benefits from her prior leadership roles at Dominion Energy, Inc.
AGE: 59 DIRECTOR SINCE: 2026 INDEPENDENT PRINCIPAL OCCUPATION 2020 - 2025 Dominion Energy, Inc., a regulated public utility, Executive Vice President and Chief Operating Officer PUBLIC BOARDS (within last 5 years) 2025 - present nVent Electric plc 2018 - present Markel Group Inc OTHER EXPERIENCE Dominion Energy, Inc., prior Executive Vice President and other leadership roles World Pediatrics, Board The Atlantic Council, Board Dominion Energy Midstream Partners LP, former Director Nuclear Electric Insurance Limited, former Director

Garrick J. Rochow CMS and Consumers, President and CEO	SKILLS AND QUALIFICATIONS Rochow is qualified to serve on the Board based on his more than 25 years of experience and knowledge gained in the utility industry. He has extensive utility knowledge, including more than 20 years with CMS and Consumers. The Board also benefits from Rochow's prior leadership roles within the Corporation.
AGE: 51 DIRECTOR SINCE: 2020 PRINCIPAL OCCUPATION 2020 - present CMS and Consumers, President and CEO PUBLIC BOARDS (within last 5 years) 2024 - present Hubbell Incorporated OTHER EXPERIENCE CMS and Consumers, prior Executive Vice President and other leadership roles Edison Electric Institute, Board Business Leaders for Michigan, Board and Executive Committee The Right Place, Board Priority Health, Board New Community Transformation Fund, Board West Michigan Policy Forum, Board
John G. Russell Retired, CMS and Consumers President and CEO 2010 - 2016	SKILLS AND QUALIFICATIONS Russell is qualified to serve on the Board based on the knowledge and experience acquired throughout his more than 30 years with Consumers. He has in-depth knowledge of all aspects of the utility. His vast experience within the regulated utility industry, hands-on experience and the leadership positions he has held have provided him with a perspective from which the Board greatly benefits.
AGE: 68 DIRECTOR SINCE: 2010 CHAIRMAN SINCE: 2016 INDEPENDENT PRINCIPAL OCCUPATION 2010-2016 CMS and Consumers President and CEO PUBLIC BOARDS (within last 5 years) 2011 - 2024 Hubbell Incorporated OTHER EXPERIENCE Consumers, prior President and Chief Operating Officer Consumers, prior Executive Vice President and Chief Executive Officer - Electric Grand Valley University Foundation, Director The Russell Family Foundation, Chairman Grand Valley State University, former Director

Suzanne F. Shank Siebert Williams Shank & Co., LLC, CEO and Co-Founder	SKILLS AND QUALIFICATIONS Shank brings over 30 years of experience in the financial services industry, including extensive experience developing strategies for new business growth nationally and managing financial, operational and regulatory matters.
AGE: 64 DIRECTOR SINCE: 2019 INDEPENDENT PRINCIPAL OCCUPATION 1996 - present Siebert Williams Shank & Co., LLC, an investment banking and financial services company, CEO and Co-Founder PUBLIC BOARDS (within last 5 years) 2020 - present Rocket Companies, 2021 - present White Mountains Insurance Group, Ltd 2017 - 2021 American Virtual Cloud Technologies, Inc. OTHER EXPERIENCE Siebert Williams Shank & Co., LLC, former President Skillman Foundation, Board of Trustees Detroit Regional Chamber, Executive Committee Spelman College, Board of Trustees Kresge Foundation, Board of Trustees International Women's Forum
Myrna M. Soto Apogee Executive Advisors, CEO	SKILLS AND QUALIFICATIONS The Board benefits from Soto's vast experience, including her current role as CEO of Apogee Executive Advisors which is a boutique advisory firm focused on providing strategic consulting and advisory services in the areas of Technology Risk, CyberSecurity, Technology Integrations, AI Utilization & Integration, LLM Development, Venture Capital & Private Equity Investments and Enterprise Risk Management. Soto brings more than 30 years of focused information technology and security experience from a variety of industries, including financial services, hospitality, insurance and risk management, gaming, and entertainment.
AGE: 57 DIRECTOR SINCE: 2015 INDEPENDENT PRINCIPAL OCCUPATION 2021 - present Apogee Executive Advisors, a consulting firm, CEO 2020 - 2021 Forcepoint, a cybersecurity technology provider, Chief Strategy and Trust Officer 2019 - present ForgePoint Capital, a venture capital firm, Venture Advisor PUBLIC BOARDS (within last 5 years) 2018 - present Popular, Inc. 2021 - present TriNet Group, Inc. 2016 - 2025 Spirit Airlines, Inc. OTHER EXPERIENCE TPG, Senior Investment Advisor Numerous privately held Technology and Cybersecurity-focused organizations Comcast Corp., former Senior Vice President and Global Chief Information Security Officer Comcast Corp., former Senior Vice President and Chief Infrastructure and Information Security Officer

John G. Sznewajs Shore Capital, Partner	SKILLS AND QUALIFICATIONS Sznewajs has more than 25 years of experience in business and corporate development. His extensive background and knowledge in financial matters, and previous oversight of information technology, along with in-depth experience in enterprise-wide strategy, qualify him to serve on the Board.
AGE: 58 DIRECTOR SINCE: 2015 INDEPENDENT PRINCIPAL OCCUPATION 2023 - present Shore Capital, a private equity fund, Partner - Industrial Platform 2007 - 2023 Masco Corporation, a branded building products company, Vice President and CFO PUBLIC BOARDS (within last 5 years) 2025 - present Reliance, Inc. OTHER EXPERIENCE Detroit Zoological Society, Director and Treasurer Teach for America - Detroit, Board Masco Corporation, former Treasurer
Ronald J. Tanski Retired, President and CEO, National Fuel Gas Company 2013 - 2019	SKILLS AND QUALIFICATIONS Tanski brings more than 40 years' experience in both the regulated and non-regulated gas business. Having begun his career as an attorney with National Fuel, the Board benefits from his legal knowledge and experience.
AGE: 73 DIRECTOR SINCE: 2019 INDEPENDENT PRINCIPAL OCCUPATION 2013-2019 National Fuel Gas Company, a diversified energy company, President and CEO PUBLIC BOARDS (within last 5 years) 2019 - present National Fuel Gas Company OTHER EXPERIENCE National Fuel Gas Company, former Attorney Buffalo Museum of Science, former Board of Managers

Laura H. Wright Retired, Senior Vice President and CFO, Southwest Airlines Co. 2004 - 2012

SKILLS AND QUALIFICATIONS Wright is an active certified public accountant in the state of Texas. The Board benefits from Wright's extensive technical expertise and experience in financial accounting and reporting, corporate finance and risk management. She has extensive experience working in a consumer-oriented business environment.

AGE: 66 DIRECTOR SINCE: 2013 PRESIDING DIRECTOR SINCE: 2024 INDEPENDENT PRINCIPAL OCCUPATION 2004 - 2012 Southwest Airlines Co., a passenger airline, Senior Vice President Finance and Chief Financial Officer PUBLIC BOARDS (within last 5 years) 2014 - present TE Connectivity Ltd. 2021 - present Joby Aviation, Inc. 2018 - 2025 Spirit AeroSystems Holdings, Inc. OTHER EXPERIENCE Southwest Airlines Co., former Vice President and Treasurer Southwest Airlines, various roles Arthur Young & Co., former Manager University of North Texas System Board of Regents, Chair Active Certified Public Accountant

The CMS and Consumers Boards recommend a vote for the election of each Director nominee named above.

‌CORPORATE GOVERNANCE ‌Govgrnancg Guidglings and MaĒgrials

The Board and management continually review and monitor governance trends and best practices. The Board has adopted Amended and Restated Corporate Governance Principles ("Principles") that reflect corporate and Board practices as well as relevant Securities and Exchange Commission ("SEC") rules and the New York Stock Exchange ("NYSE") listing standards. The Governance Committee is responsible for overseeing and reviewing our Principles at least annually and recommending any proposed changes to the Board for approval. The Principles are intended to serve as a flexible framework within which the Board and its Committees operate. Except for the Executive Committee, the Board has adopted charters for each of the standing Committees that detail their purposes, duties and authority, composition, meetings and resources as well as other aspects of Committee activities ("Charters"), which are further described under Board and Committee Information below.

Each Committee reviews its Charter annually and recommends changes to the Governance Committee for review and recommendation to the Board for approval.

The current version of our Principles, Amended and Restated Articles of Incorporation, Amended and Restated Bylaws ("Bylaws"), Charters, Employee and Director Codes of Conduct ("Codes") and other corporate governance materials are available at cmsenergy.com/corporate-governance/our-view-on-governance/default.aspx.

‌Ðoard of DirgcĒors

The Board provides direction and oversight with respect to our overall performance, strategic direction and significant corporate policies. The Board oversees major initiatives, advises on key financial and business objectives and monitors progress with respect to these matters. Directors are kept informed of our business by management via discussions, presentations and reports on a regular basis, including operating and financial reports made at Board and Committee meetings. The Board has full and direct access to all members of management and may hire consultants and advisors as it deems necessary.

‌Ðoard Lgadgrship SĒrucĒurg

As stated in our Principles, the Board has determined that for the present time, it is in the best interests of the Corporation and shareholders to keep the offices of CEO and Chairman separate to enhance oversight responsibilities. The Board believes that this leadership structure promotes independent and effective oversight of management on key issues relating to long-range business plans, long-range strategic issues and risks. Additionally, to further promote independent and effective oversight of management, the Board has chosen to appoint a Presiding Director despite the fact that our Principles only require one when the Chairman is not considered independent under NYSE listing standards. The Presiding Director provides the independent Directors with a key means for collaboration and communication. Under our Bylaws, the Presiding Director will: (1) convene and chair meetings of the independent Directors in executive session no less than once each year; (2) preside at meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent Directors; (3) solicit independent Directors for advice on agenda items for meetings of the Board; (4) serve as a liaison between the Chairman of the Board, the President and the independent Directors; and (5) perform such other duties as may be assigned by the Board from time to time. Russell, the current Chairman, is not a member of management, but served as President and CEO of CMS and Consumers until July 2016. As of July 2019, he qualified as independent under NYSE listing standards; however, at this time, we still believe it is a best practice to have a Presiding Director and on May 2, 2025, Wright was again elected as Presiding Director, having served in that role since May 2024.

‌½isfi OvgrsighĒ

The Board's risk oversight process includes regular reports from senior management on areas of material operational, legal, regulatory, financial, strategic, compliance, environmental, liability, safety, information technology, physical security, cybersecurity and reputational risk. The Board receives an annual risk management review in addition to the risk oversight functions performed by the various Committees of the Board. These include: (1) a review by the Audit Committee of the risks associated with operating and financial activities, including a security review, which could impact its financial and other disclosure reporting, as well as a review of policies on risk assessment, controls and accounting risk exposure; (2) the Audit Committee's review and approval of risk management policies; (3) a review by the Compensation and Human Resources Committee ("Compensation Committee") of the potential risks associated with the Corporation's executive compensation policies and practices; (4) the Compensation Committee's review of management's assessment of the likelihood that the incentive compensation plans will have a material adverse impact; (5) the Finance Committee's review of risks related to corporate finance; and (6) the Governance Committee's review of risks related to governance, public responsibility and sustainability.

‌CDbgrsgcuriĒD OvgrsighĒ

The Board is responsible for overseeing the Corporation's cybersecurity risk. Cybersecurity risks are included in the risk reports to the Audit Committee discussed above. These risks are managed through a robust security program that includes people, processes, technology and governance structures. Security is an integrated organization accountable for both cyber and physical security led by the Vice President, IT and Security and Chief Information Officer. Our processes include a review of all security-related projects prior to implementation. A dedicated team monitors our environment and regularly shares threat

information with peers, and state and federal partners. We also conduct regular drills, exercises, vulnerability assessments and penetration tests to assess the security of our systems. Additional areas of focus include risk management, data privacy and compliance. We have a strong security culture through annual training, which includes courses on a variety of security-related topics. We also conduct monthly phishing tests through our "Don't Take the Bait" program, which asks employees to report suspicious emails that demonstrate common phishing tactics in real-world scenarios. When employees click on a test-phishing email, they are provided with information on cybersecurity best practices. We monitor our "Don't Take the Bait" statistics every month and communicate this data with employees to further emphasize their important role in cybersecurity.

Senior management meets with the Board or Audit Committee at least twice annually to provide updates on and discuss cybersecurity. Such updates include a review of the companies' cybersecurity strategy, a scan of the threat landscape, and recent performance. Additionally, cybersecurity risks are included in the Audit Committee's risk oversight functions, which focus on operating and financial activities that could impact the companies' financial and other disclosure reporting. The Audit Committee's oversight involves reviewing and approving policies on risk assessment, controls, and accounting risk exposure. The Audit Committee also reviews internal audit reports regarding cybersecurity processes, and receives updates that focus on CMS Energy's and Consumers' cybersecurity program, mitigation of cybersecurity risks, and assessments by third-party experts. Given the importance of cybersecurity, in 2015 we elected Directors Soto and Butler, who have extensive subject matter expertise among other qualifications. See Item 1C. Cybersecurity in our Annual Report on Form 10-K for the year ended December 31, 2025 for more information related to our cybersecurity program.

‌™oliĒical ConĒribuĒion OvgrsighĒ

The Board oversees our political engagement policies, programs and practices. The Governance Committee is also responsible for advising and assisting the Board with respect to our political engagement. Our policies, including the governance and decision-making process for corporate political contributions, as well as biannual contribution reports, are described in detail at cmsenergy.com/corporate-governance/Political-Engagement/default.aspx. We believe Board oversight of our political activity along with the Board's alignment with our current disclosure standards provide the necessary accountability to ensure that political activities are conducted in the best interest of customers, shareholders and other stakeholders. Through Board oversight, we have maintained a rigorous compliance process to ensure that our political activities are lawful, properly disclosed and align with our Codes.

‌™ublic ½gsponsibiliĒD and SusĒainabiliĒD OvgrsighĒ

We integrate multiple levels of sustainability oversight into our daily operations and use several governance and risk management tools when addressing governance, environmental, public responsibility and sustainability matters. These include oversight by the Board, an enterprise risk management program and robust strategic and business planning processes. The Board oversees our public responsibility and sustainability practices. The Governance Committee is also responsible for advising and assisting the Board with respect to our public responsibility, including stakeholder outreach, stewardship and corporate social responsibility and sustainability matters. We are committed to corporate social responsibility through our business, culture, environment and our communities - past, present and future. This aligns with our purpose, which is to provide safe, reliable, affordable, clean, and equitable energy in service of our customers. We measure our progress toward this purpose by considering our impact on the "triple bottom line" of people, planet and prosperity; this consideration takes into account not only the economic value that we create, but also our progress on our social and environmental goals.

The planet element of the triple bottom line represents our commitment to help protect the environment, which extends beyond complying with the various state and federal laws and regulations. We provide extensive public reporting and are forthcoming in disclosures about our environmental stewardship and long-term strategy. We address issues related to climate change in SEC, Environmental Protection Agency and other regulatory agency filings, and by voluntarily reporting our climate risk strategy and related data. We have published Sustainability Reports, a Climate Change, Risk, Vulnerability and Resiliency Report, and a Methane Reduction Plan. Consumers' 2021 Integrated Resource Plan, approved by the Michigan Public Service Commission, included plans to stop using coal as a fuel source for owned generation in 2025, but the retirement of our last coal plant is still subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy.

We intend to create a cleaner, more sustainable energy future by taking a leadership position in reducing air emissions and water usage, saving landfill space and boosting the amount of renewable energy supplied to customers. We update and enhance disclosures relating to our sustainability efforts and climate-related risks and opportunities. These disclosures and updates can be found on our website at cmsenergy.com/sustainability/default.aspx.

‌Shargholdgr «ngaggmgnĒ

As part of our overall corporate governance, we have an ongoing outreach program to develop and maintain communication with our investors. We value these discussions and the Board considers pertinent investor feedback. In addition, management regularly participates in investor and industry conferences throughout the year to discuss performance and sustainability topics and share its perspective on business and industry developments. Shareholders may also contact the Board with any inquiry or issue, by the methods described below, and the Board will respond as appropriate.

‌Ðoard CommunicaĒion ™rocgss

Interested parties, including shareholders, employees or third parties can communicate with the Board, any Committee, the independent Directors as a group or an individual Director, including the Chairman or Presiding Director, by sending written communications to the Corporate Secretary, at the Corporation's principal business office, One Energy Plaza, Jackson, Michigan 49201. Envelopes should be clearly marked "Board Communication" or "Director Communication."

The Corporate Secretary will review and forward, as appropriate, such correspondence in order to facilitate communications with the Board or its Committees, the independent Directors or individual members.

Any shareholder, employee or third party who wishes to submit a compliance concern to the Board or applicable Committees, including complaints regarding accounting, internal accounting controls or auditing matters to the Audit Committee, may do so by any of the following means:

Send correspondence or materials addressed to the appropriate party c/o the Chief Compliance Officer, CMS Energy Corporation or Consumers Energy Company, One Energy Plaza, Jackson, Michigan 49201

Send an email or other electronic communication via the external website https:// cms.speakfullynow.com, addressed to the appropriate party

Call the CMS and Consumers Compliance Hotlines at either 1-517-788-6260 (an internally monitored line) or 1-888-440-8464 (monitored by an external vendor)

All such communications will be reviewed by the Chief Compliance Officer (who reports directly to the Audit Committee) prior to being forwarded to the Board or applicable Committees or Directors, as appropriate.

‌IdgnĒificaĒion of DirgcĒor CandidaĒgs

The Governance Committee is responsible for Board succession planning, which includes identifying and evaluating Director candidates to serve on the Board consistent with the criteria approved by the Board, and recommending a slate of Director candidates for election at the Annual Meeting. The following diagram illustrates the steps in identifying Director candidates:

The Governance Committee will consider shareholder-recommended Director nominees in accordance with the requirements of our Bylaws. The information that must be included and the procedures that must be followed by a shareholder wishing to recommend a Director candidate for the Board's consideration are the same as would be required under our Bylaws if the shareholder wished to nominate that candidate directly. The Governance Committee will consider Director candidates recommended by shareholders on the same basis that the Governance Committee evaluates other nominees for Director.

CMS Bylaws also permit a shareholder, or a group of up to 20 shareholders, who have owned, continuously for at least three years, at least three percent of the outstanding shares of CMS common stock to submit Director nominees (not greater than two or 20% of the Board) for inclusion in its proxy statement if the shareholder(s) and the nominee(s) satisfy the requirements in the CMS Bylaws.

A Director nomination that is not submitted for inclusion in the proxy statement but instead is sought to be presented directly at the Annual Meeting must comply with the advance notice provisions in our Bylaws.

Any recommendation or nomination submitted by a shareholder regarding a Director candidate must be submitted within the time frame provided in our Bylaws for Director nominations and must include (a) a statement from the proposed nominee that he or she has consented to the submission of the recommendation or nomination and (b) such other information about the proposed nominee(s) and/or nominating shareholder(s) as is required by our Bylaws.

Written notice must be sent to the Corporate Secretary, One Energy Plaza, Jackson, Michigan 49201. You may access our Bylaws at cmsenergy.com/corporate-governance/our-view-on-governance/default.aspx.

‌DirgcĒor CandidaĒg QualificaĒions

Director candidates are sought whose particular background, experiences and qualities meet the needs of the Board. The Board values high standards of integrity, business ethics and sound judgment, which add value, perspective and expertise to the Board's deliberations. The Governance Committee assesses, on a regular basis, the qualifications needed by the Board in light of the Board's current composition and recommends changes to the Board when appropriate and determines from time-to-time other criteria for selection and retention of Board members. As stated in our Principles, we aim for the Board to represent a broad spectrum of diverse business, political, academic, demographic and social interests. The Governance Committee takes a wide range of factors into account in evaluating the suitability of Director candidates, including experience in business, leadership, regulated utility, sustainability and environment, risk management, customer experience, safety, governance, accounting, finance, legal, information technology, lean practices and compensation and human resources, which brings a diversity of thought, perspective, approach and opinion to the Board. The Governance Committee does not have a single method for identifying Director candidates but will consider candidates suggested by a wide range of sources.

In 2025, the Governance Committee retained a search firm (Heidrick & Struggles) to assist in the identification and assessment of potential Director candidates, which identified Keyes and Leopold as candidates for the Board.

‌Ðoard ½gfrgshmgnĒ

The Board believes that a mix of tenure adds value, perspective and expertise to the Board's deliberations, with longer-tenured Directors bringing a deep understanding of the Corporation and shorter-tenured Directors bringing a fresh perspective. Since 2020, the Board has added four new Directors. Director term limits, included in our Principles, state that Directors (other than the CEO) first elected after January 2017 may not serve on the Board for more than 15 years and Committee chairs (other than the Executive Committee) may not serve in such role for more than five years.

‌DirgcĒor Indgpgndgncg

Directors Butler, Izzo, Keyes, Leopold, Russell, Shank, Soto, Sznewajs, Tanski, Wright are and former Director Kurt Darrow was deemed "independent" as determined by the Board, in accordance with the NYSE listing standards, applicable rules and regulations of the SEC, our more stringent Independence Standards, as set forth in our Principles, and taking into consideration all business relationships between the Corporation and its subsidiaries and each non-employee Director.

The following relationships were identified and deemed immaterial to such Directors' independence:

• charitable contributions made to organizations of which certain of the Directors are affiliated;

• purchases and sales of services, commodities, materials or equipment, to and from entities, during the ordinary course of business, with which certain of the Directors are affiliated and all such transactions were significantly below one percent of the consolidated gross revenues of the counterparty to the transaction; and

• retail electricity or natural gas purchases from Consumers at rates or charges fixed in conformity with law or governmental authority.

In addition, the Board has affirmatively determined that each member of the Audit Committee and Compensation Committee is independent under NYSE listing standards and the additional independence standards applicable to such committee service.

The Independence Standards, adopted by the Board as part of our Principles, can be found at cmsenergy.com/corporate-governance/our-view-on-governance/default.aspx.

‌DirgcĒor Sgrvicg on OĒhgr ™ublic CompanD Ðoards

The Board recognizes that service on other public company boards provides valuable governance and leadership experience that benefits the Corporation. The Board also believes, however, that it is critical that Directors dedicate sufficient time to their service on the Corporation's Board. In view thereof, our Principles state that before joining another public company board, the Director must notify the Chairman, the chair of the Governance Committee and the Corporate Secretary. Furthermore, our Principles state that a non-employee Director may not serve on more than four other public company boards and the CEO may not serve on more than two other public company boards. All of our Directors meet these guidelines. In evaluating Director candidates, the Governance Committee also takes into account their time commitments, including things such as their principal occupation and service on other public or private boards. The Board has specifically determined that the ability of our Directors to serve on our Board and committees is not impaired by their service on other boards. Additionally, the Board has specifically determined that the ability of our Audit Committee members to serve on our Audit Committee is not impaired by service on other audit committees.

‌CMS MajoriĒD VoĒing SĒandard

Under the CMS Articles of Incorporation, CMS Bylaws and our Principles, any Director nominee who receives less than a majority of the votes cast by the CMS shareholders at a regular election shall promptly tender his or her resignation. For this purpose, a majority of the votes cast means that the number of shares voted "for" a Director must exceed 50% of the votes cast with respect to that Director, not counting abstentions. Upon receipt of such a tendered resignation, the CMS Governance Committee shall consider and recommend to the CMS Board whether or not to accept the resignation. The CMS Board will act on the CMS Governance Committee's recommendation and will cause CMS to publicly disclose the CMS Board's decision whether to accept or decline such Director's resignation offer (and the reasons for rejecting the resignation offer, if appropriate) within 90 days following certification of our shareholder vote. The Director who tenders his or her resignation pursuant to the standard will not be involved in either the CMS Governance Committee's recommendation or the CMS Board's decision to accept or decline the resignation. Due to complications that arise in the event of a contested election of Directors, this standard would not apply in that context, and instead a plurality vote standard would control any contested Director elections.

‌DirgcĒor «ducaĒion

At the Corporation's expense, Board members are expected to attend at least one continuing education program annually, sponsored by a recognized utility industry, corporate governance organization or an internal Director education program. The internal program includes corporate and industry information disseminated through orientation programs, presentations, business training modules and reports and operational site visits. This bespoke internal education program allows us to tailor programs to enhance our Board's ability to provide appropriate oversight. We offered one internal education program in 2025

- Industry Evolution in Safety, which was attended by all Directors.

‌Ðoard, CommiĒĒgg and DirgcĒor «valuaĒions

The Board is committed to continuous self-improvement, and Board and Committee evaluations are an important tool for promoting effectiveness. The Board conducts a performance evaluation annually and, at least once every three years, engages a third party to conduct individual Director peer evaluations.

Board and Committee evaluations are conducted for the Board and each standing Committee. Each Director participates in the process as illustrated below.

Our evaluation methodology also includes interviews of Directors and members of our executive leadership team who regularly interact with the Board and the Committees by an independent third-party facilitator to be conducted at least once every three years in order to solicit candid and actionable feedback. The robust multi-layered approach to our Board and Committee evaluation process is illustrated below.

The questionnaire assesses, among other items, Board: 1) effectiveness, including but not limited to, operations, oversight and future challenges; 2) processes; and 3) composition. Directors may choose to provide their feedback anonymously.

Director peer evaluations provide Directors an opportunity to evaluate each other and identify opportunities for their own growth and development. Peer evaluations and development follow-ups are facilitated by an independent third party and include confidential, open-ended, one-on-one interviews with each Director. The Board has conducted these periodic peer evaluations since 2008. The latest Director peer evaluation cycle began in 2024.

‌Ðoard and CommiĒĒgg InformaĒion

The CMS and Consumers Board each met eight times during 2025. Our Principles state the expectation that each Director will attend all scheduled Board and Committee meetings of which he or she is a member, as well as the Corporation's annual meeting of shareholders. All Directors serving during 2025 attended more than 75% of the Board and assigned Committee meetings and all then-serving Board members attended the 2025 annual meeting of shareholders.

The Board has five standing Committees including an Audit Committee, a Compensation Committee, a Finance Committee, a Governance Committee and an Executive Committee. The members and the responsibilities of the standing Committees of the Boards are listed below.

Each Committee is composed entirely of "independent" Directors, as that term is defined by the NYSE listing standards and our Principles described above. Committees may also invite members of management or others to attend their meetings as they determine appropriate. Rochow routinely attends Committee meetings.

On a regularly-scheduled basis, the non-employee Directors meet in executive session (that is, with no employee Directors present) and may invite such members of management to attend as they determine appropriate. At least once each year, the independent Directors meet in executive session in conformance with the NYSE listing standards. In 2025, the CMS independent Directors met four times and the Consumers independent Directors met four times. In 2025, Chairman Russell presided over the executive sessions of independent Directors.

Committees

Members

*Committee Chairperson

2025 Meetings

Primary Responsibilities

CMS

Consumers

Suzanne F. Shank

of internal accounting and financial controls and to retain

John G. Sznewajs*

independent auditors, assess the independent auditors'

including cyber.

Committee

Laura H. Wright

plans, review and approve the grant of stock and other stock-based

Committee

Diane Leopold (1)

financing and investment plans and policies for funded employee

dividends.

and Public

Myrna M. Soto*

candidates, consider resignations of Directors and review public

	Audit Ralph Izzo • Oversee the integrity of consolidated financial statements and Committee Richard P. Keyes (1) financial information, the financial reporting process and the system independent auditors.	7	7
	Myrna M. Soto • Pre-approve all audit and non-audit services provided by the qualifications and independence and review the independent auditors' performance.
	All members are financially • Oversee compliance with applicable legal and regulatory literate and an "Audit requirements and with the Codes.
	Committee Financial • Oversee our risk management policies, controls and exposures,
	Expert" as such term is • Review the performance of the internal audit function and prepare defined by the SEC. the Report of the Audit Committee for inclusion in the proxy statement.
	Compensation Deborah H. Butler (1) • Review and approve the executive compensation structure and and Human Diane Leopold (1) policies and set the CEO compensation level.	4	4
	Resources Ronald J. Tanski* • Review and recommend to the Board incentive compensation awards pursuant to the incentive plans and review and approve corporate financial and business goals and target awards, and the payment of performance incentives, pursuant to the annual incentive plans.
	Produce an annual report of the Compensation Committee to be included in the proxy statement as required by SEC rules and regulations.
	Review and approve the CEO's selection of candidates for officer positions and recommend such candidates to the Board for annual or ad hoc elections.
	Review and approve people strategy, including: management succession plan, development and selection of key managers and emergency succession plans, organizational development plans and plans to identify, attract and retain high potential employees, diversity programs and other human resource programs.
	Review and approve officer stock ownership guidelines and compliance.
	Review and advise the Board concerning the management succession plan and review the organizational and leadership development plans and programs.
	Finance Ralph Izzo • Review and make recommendations to the Board concerning the Suzanne F. Shank* benefit plans.	4	4
	John G. Sznewajs • Approve short- and long-term financing plans.
	Ronald J. Tanski • Approve financial policies relating to cash flow, capital structure and
	Recommend Board action to declare dividends.
	Review Financial Authorities Policy that sets out the approval requirements for various financial transactions and recommend appropriate changes. Review and approve potential project investments and other significant capital expenditures and monitor the progress of significant capital projects.
	Governance, Deborah H. Butler • Establish and review our Principles, consider candidates properly Sustainability Richard P. Keyes (1) recommended by shareholders, identify and recommend director Responsibility responsibility matters.	4	4
	Committee Laura H. Wright • Recommend ways for the Board to enhance overall performance and effectiveness.
	Annually review the operation and performance of the Board and Committees.
	Review the Codes and recommend actions to the Board in cases where directors have violated the Directors' Code.
	Review stakeholder outreach, stewardship and corporate social responsibility matters and oversee sustainability matters.
	Review political and charitable contributions.
	Executive John G. Russell* • Exercise the power and authority of the Board as may be necessary Committee Suzanne F. Shank during the intervals between Board meetings, subject to such Myrna M. Soto limitations as are provided by law or by resolution of the Board.	0	0

John G. Sznewajs Ronald J. Tanski Laura H. Wright

1. Joined the committee February 20, 2026.

   ‌Codgs of «Ēhics

   We have adopted an employee code of ethics, titled "Code of Conduct and Guide to Ethical Business Behavior" ("Employees' Code") that applies to the CEO, Chief Financial Officer ("CFO") and Chief Accounting Officer ("CAO"), as well as all other officers and employees of CMS and Consumers. CMS and Consumers have also adopted a Director code of ethics titled "Board of Directors Code of Conduct and Guide to Ethical Business Behavior" ("Directors' Code") that applies to the members of the Board. The Governance Committee annually reviews the Codes and recommends changes to the Board, as appropriate. The Employees' Code is administered by the Chief Compliance Officer, who reports directly to the Audit Committee. The Audit Committee oversees compliance with the Codes. Any alleged violation of the Directors' Code will be investigated by disinterested members of the Audit Committee, or if none, by disinterested members of the Board. The Governance Committee would recommend appropriate action to the Board in the event a determination is made that a Director violated the Directors' Code. The Codes and any waivers of, or amendments or exceptions to, a provision of the Employees' Code that applies to the CEO, CFO, CAO or persons performing similar functions and any waivers of, or exceptions to, a provision of our Directors' Code will be disclosed on our website at cmsenergy.com/corporate-governance/compliance-and-ethics/ default.aspx.

   ‌CompgnsaĒion ½isfi

   Management annually undertakes a comprehensive review of the compensation policies and practices throughout the organization in order to assess the risks presented by such policies and practices. In 2025, the Compensation Committee engaged our independent compensation consultant to conduct a compensation risk review and assess the potential risks associated with executive compensation. This review included three perspectives:

   • Plan design and administration risk,

   • Say on Pay/proxy advisor/reputation risk, and

   • Talent risk.

     The compensation consultant assessed multiple individual key risk indicators which included items such as base salaries, incentives, performance goals, stock ownership requirements, CEO pay compared to other NEOs and retention elements. These risk indicators were all reviewed on a scale of low, medium and high risk. The compensation consultant found there were no areas of high risk and reviewed its analysis with the Compensation Committee. Through this process, it was determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on CMS or Consumers.

     ‌No Illggal Insidgr Trading, ™lgdging or Hgdging

     Our Policy Prohibiting Illegal Insider Trading and Codes, among other things, prohibit CMS' and Consumers' Directors and officers from engaging in illegal insider trading as well as pledging or purchasing the Company securities on margin, "trading" of our securities or selling "short" our securities or buying or selling puts or calls or hedges relating to our securities, including compensatory awards of equity securities or our securities otherwise held, directly or indirectly, by those persons. For purposes of this policy and the Codes, "trading" means a combination or pattern of substantial or continuous buying and selling of securities with the primary objective of realizing short-term gains. Selling "short" is a technique in which investors bet on a stock price falling by selling securities they do not own with the understanding that they will buy them back, hopefully at a lower price. A copy of our Policy Prohibiting Illegal Insider Trading was filed as Exhibit 19.1 to our annual report on Form 10-K for the year ended December 31, 2024.

     ‌½glaĒgd ™arĒD TransacĒions

     CMS, Consumers or their subsidiaries may occasionally enter into transactions with Related Parties. "Related Parties" include Directors or executive officers, beneficial owners of more than 5% of our common stock, family members of such persons, and entities in which such persons have a direct or indirect material interest. As set forth in our Codes, we consider a related party transaction to have occurred when a Related Party enters into a transaction in which we are participating, the transaction amount is more than $10,000 and the Related Party has or will have a direct or indirect material interest ("Related Party Transaction"). Any Related Party Transaction must be reported to us.

     In accordance with our Codes and the Audit Committee Charter, Related Party Transactions must be pre-approved by the Audit Committee. In drawing its conclusion on any approval request, the Audit Committee considers the following factors:

   • whether the transaction involves the provision of goods or services that are available from unaffiliated third parties;

   • whether the terms of the proposed transaction are at least as favorable as those that might be achieved with an unaffiliated third party;

   • the size of the transaction and the amount of consideration payable to a Related Party;

   • the nature of the interest of the applicable Related Party; and

   • whether the transaction may involve an actual or apparent conflict of interest, or embarrassment or potential embarrassment when disclosed.

The policies and procedures relating to the Audit Committee's approval of Related Party Transactions are found in the Codes, which are available at cmsenergy.com/corporate-governance/compliance-and-ethics/default.aspx, and do not apply to management contracts or compensation plans as approved under separate policies.

Angela Thompkins, a sister to Tonya Berry, an executive officer, is employed by the Corporation in a non-executive officer position and received compensation approved by the Compensation Committee in accordance with its compensation practices described in our Compensation Discussion and Analysis. Leslie Youngdahl, a sister, and Clay McAndrews, a brother-in-law to Lauren Snyder, an executive officer, are employed by the Corporation in non-officer positions and received compensation in accordance with compensation practices outlined in our internal employee handbook.

‌ManaggmgnĒ Succgssion ™lanning

The Board engages in an active succession planning process. The Board selects a CEO and then consults with the CEO concerning the selection of a senior management team and plans for their succession. The management succession plan also includes provisions for the CEO. The Compensation Committee advises the Board on succession planning, including policies and principles for executive officer selection. CEO evaluations are conducted annually.

‌DirgcĒors' CompgnsaĒion

The following table contains non-employee Director compensation information for 2025.

2025 DIRECTORS' COMPENSATION TABLE

Stock Fees Earned or Awards Other
	Name (a)	Paid in Cash ($) (b)	(1) (2) ($) (c)	Compensation ($) (d)	Total ($) (e)
Deborah H. Butler		125,000	175,000	-	300,000
Ralph Izzo		125,000	175,000	-	300,000
John G. Russell		290,000	175,000	-	465,000
Suzanne F. Shank		145,000	175,000	-	320,000
Myrna M. Soto		145,000	175,000	-	320,000
John G. Sznewajs		140,000	175,000	-	315,000
Ronald J. Tanski		135,000	175,000	-	310,000
Laura H. Wright		150,000	175,000	-	325,000
Former Director:
Kurt L. Darrow		57,500	175,000	25,000 (3)	257,500

1. Amounts represent the aggregate grant date fair value of the annual equity awards to the non-employee Directors. See Note 12, Stock-based Compensation, to the Consolidated Financial Statements included in CMS' and Consumers' Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating the aggregate grant date fair value pursuant to the Financial Accounting Standards Board Accounting Standards Codifications Topic 718 Compensation - Stock Compensation (ASC 718).

2. The aggregate number of shares of unvested restricted stock outstanding as of December 31, 2025, for non-employee Directors Russell, Tanski and Wright was 2,401. Directors Butler, Izzo, Shank, Soto, Sznewajs, and former Director Darrow had no shares of unvested restricted stock outstanding as of December 31, 2025. The aggregate number of shares of outstanding restricted stock units as of December 31, 2025, for each non-employee Director were as follows: Butler 35,652; Izzo 8,307; Russell and Tanski 2,999; Shank 15,758; Soto 23,648; Sznewajs 31,231 and former Director Darrow 18,286. Director Wright had no outstanding restricted stock units as of December 31, 2025.

3. The CMS Energy Foundation made a charitable contribution on behalf of Darrow upon his retirement from the Board.

NarraĒivg Ēo 2O25 DirgcĒors' CompgnsaĒion Tablg

Non-employee Director compensation is benchmarked annually. Non-employee Directors receive an annual retainer fee and restricted stock award for service on the CMS and Consumers Boards and additional annual retainer fees for certain Committee positions. Rochow, the only employee Director, does not receive Director compensation. Directors are reimbursed for expenses incurred in attending Board or Committee meetings and other company business.

The following table describes the annual cash retainer fee and other fees received for Director service in 2024 and 2025. The cash fees for the 1) chair of the Audit Committee 2) remaining members of the Audit Committee and 3) presiding director were all increased in 2025 to align the Director compensation program with market practice. The 2026 Director compensation program will not change as compared to the 2025 Director compensation program. Annual retainer fees are paid based on the number of months served on the Board in each respective capacity.

Chairs of the Chair of the Other Members Chair of the Finance and Annual Cash Chairman of Presiding Audit of the Audit Compensation Governance
Year	Retainer	the Board	Director	Committee	Committee	Committee	Committees
2024	$115,000	$175,000	$30,000	$22,500	$5,000	$20,000	$20,000
2025	$115,000	$175,000	$35,000	$25,000	$10,000	$20,000	$20,000

In May 2025, non-employee Directors were awarded a number of shares of restricted stock with a fair market value at the time of award of $175,000. These shares of restricted stock are 100% tenure-based and vest 100% at the next annual meeting date. Under our Performance Incentive Stock Plan in effect at the time of grant, non-employee Directors may defer receipt of their annual equity awards until a deferral date selected by the Director. If a deferral election is made by the Director, the equity awards subject to the deferral election will be granted as restricted stock units rather than restricted stock awards.

Directors Butler, Izzo, Shank, Soto, and Sznewajs elected to defer their 2025 equity grants.

Stock ownership guidelines have been adopted by the Board that further align the interests of the Directors with our shareholders. Non-employee Directors are required to hold CMS common stock equivalent in value to five times their annual cash retainer by the end of the fifth calendar year of becoming a Director. In the event a Director has not met the stock ownership guidelines in the prescribed time frame, in lieu of the Director receiving his or her monthly cash retainer, the retainer will be used to purchase shares of CMS common stock until such time as the guideline has been met. All Directors currently comply with this stock ownership requirement or are currently expected to comply by the end of their fifth calendar year of becoming a Director.

Pursuant to the Directors' Deferred Compensation Plan ("DCP"), a non-employee Director may, at any time prior to the calendar year in which cash retainer fees are to be earned, irrevocably elect to defer payment, through written notice to the Corporation, all or a portion of any of the cash retainer fees that would otherwise be paid to the Director. Deferred amounts will be distributed in a lump sum or in annual installments in cash, as specified in the Director's initial election. Fidelity Investments, an independent record keeper, administers the DCP. The participant decides how contributions are invested among a broad array of mutual funds selected and provided by the record keeper. Funds equal to the amounts deferred are transferred to Fidelity Investments. Our payment obligations to the Directors remain an unsecured contractual right to a payment. Directors Butler, Izzo, Shank, Soto, and Tanski elected to defer receipt of their 2025 fees under the DCP.

‌BENEFICIAL OWNERSHIP

The following table shows those persons known to us as of March 10, 2026 to be the beneficial owners of more than 5% of CMS or Consumers' voting securities:

				Number of Shares Beneficially Owned With:
		Number of	Percentage
	Number of	Consumers
			of
				Sole	Shared	Sole	Shared
	CMS Shares	Shares	Beneficial
	Beneficially	Beneficially	Ownership	Voting	Voting	Dispositive	Dispositive
Name and Address of Beneficial Owner	Owned (1)
		Owned (2)	(3)	Power	Power	Power	Power

The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 (Schedule 13G/A filed on February 13,
2024) 37,037,011		N/A	12.0	None	501,056	35,660,607	1,376,404
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 (Schedule 13G/A filed on April 17, 2025) 26,393,497		N/A	8.5	24,524,594	None	26,393,497	None
JP Morgan Chase & Co. 383 Madison Ave. New York, NY 10179 (Schedule 13G/A filed on October 24, 2025) 18,441,853		N/A	6.0	15,815,183	130,499	18,390,239	51,502
State Street Corporation One Congress Street, Boston, MA 02114 (Schedule 13G/A filed on January 25,
2024)	17,239,056	N/A	5.6	None	10,106,765	None	17,190,926
CMS Energy Corporation
One Energy Plaza
Jackson, MI 49201	N/A	84,108,789	99.6	84,108,789	None	84,108,789	None

1. Based solely upon information contained in Schedules 13G and 13G/A filed by each beneficial owner with the SEC pursuant to Rule 13d-1(b) of the Exchange Act regarding their respective holdings of CMS common stock. The Corporation maintains ordinary course of business relationships (such as brokerage, asset management, banking services or other transactions), unrelated to their CMS common stock ownership, with some of these beneficial owners and their subsidiaries. The Corporation does not consider any of these relationships to be material.

2. CMS is the holder of all Consumers' outstanding common stock consisting of 84,108,789 shares. Neither CMS nor any of its subsidiaries hold any shares of Consumers' preferred stock.

3. The percentages are calculated based on the information contained in Schedules 13G and 13G/A filed by each beneficial owner and the number of outstanding shares of CMS common stock on March 10, 2026.

Each of these Schedule 13G and 13G/A filings indicates that these shares were acquired in a fiduciary capacity in the ordinary course of business for investment purposes. To the knowledge of our management, no other person or entity currently owns beneficially more than 5% of any class of CMS or Consumers outstanding voting securities. The Schedules 13G and 13G/A filed by the holders identified above do not identify any shares with respect to which there is a right to acquire beneficial ownership. Except as otherwise noted, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The following table shows the beneficial ownership of CMS common stock as of March 10, 2026 by the Directors and named executive officers of both CMS and Consumers and by all Directors and executive officers as a group:

	Number of Shares Beneficially Owned
Name	(1)
Deborah H. Butler	37,439
Ralph Izzo	8,368
Richard P. Keyes	769
Diane Leopold	2,769
John G. Russell	131,657
Suzanne F. Shank	21,269
Myrna M. Soto	38,612
John G. Sznewajs	35,183
Ronald J. Tanski	18,492
Laura H. Wright	41,212
Garrick J. Rochow	644,070
Rejji P. Hayes	270,509
Tonya Berry	70,726
Shaun M. Johnson	110,352
Brandon J. Hofmeister	71,008
LeeRoy Wells Jr.	93,648
All Directors and executive officers (2)(3)	1,543,154

1. Restricted stock awards are included in the number of shares shown above. Rochow, Hayes, Berry, Johnson, Hofmeister and Wells Jr., as well as all other executive officers of CMS and Consumers as a group, held 387,844, 115,763, 50,519, 67,853, 50,017, 53,568 and 30,135 shares of restricted stock, respectively. The number of shares shown above includes the shares that each person or group of persons named in the table has the right to acquire within 60 days of March 10, 2026, including restricted stock units, and no shares are pledged as security. Except for Hofmeister, whose children own 3 shares of CMS common stock, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

2. This group includes the Directors of CMS and Consumers, and the executive officers of both CMS and Consumers. As of March 10, 2026, the Directors and executive officers of CMS and Consumers collectively owned less than 0.5% of the outstanding shares of CMS common stock. Each of the persons named in the table above individually owns less than 0.5% of the outstanding shares of CMS common stock.

3. None of the CMS and Consumers Directors or executive officers own any class of Consumers' voting securities.

   ‌COMPENSATION DISCUSSION AND ANALYSIS

   In this section, we describe and discuss our executive compensation program, including its objectives and elements, as well as determinations made by the Compensation Committee regarding the compensation of our named executive officers ("NEOs"). As of December 31, 2025, the NEOs for each of CMS and Consumers were:

   • Garrick J. Rochow (President and CEO);

   • Rejji P. Hayes (Executive Vice President and CFO);

   • Tonya L. Berry (Executive Vice President and Chief Operating Officer ("COO"));

   • Shaun M. Johnson (Executive Vice President, Business Transformation, Chief Legal & Administrative Officer);

   • Brandon J. Hofmeister (Senior Vice President, Strategy, Sustainability and External Affairs); and

   • LeeRoy Wells Jr. (Senior Vice President, President - Gas Delivery).

     ‌«юgcuĒivg SummarD 2025 Successes

     In 2025, we continued to deliver strong financial performance, marking 23 years of meeting or exceeding our adjusted earnings guidance. We had a successful year of progress toward world-class performance measured by our triple bottom line of people, planet and prosperity.

     PEOPLE - serving our customers, communities and employees

   • Connected customers with approximately $60 million of customer assistance to help keep bills affordable

   • Achieved approximately $250 million in customer benefits from owned generation versus market purchases

   • Recorded approximately 82,000 volunteer hours supporting more than 580 Michigan non-profits

   • Renewed 5-year union agreements PLANET - leading the clean energy transformation

   • 20-year Renewable Energy Plan approved, including the addition of 8 gigawatts of solar and 2.8 gigawatts of wind energy to long-term plan

   • Implemented $260 million of capital investments for gas main and vintage service pipeline replacements resulting in 113 metric tons of calculated methane reduction

   • Voluntary Green Pricing Program growth to more than 790 megawatts

   • Enhanced, restored or protected more than 1,700 acres of land and diverted more than 90% of waste from landfills PROSPERITY - delivering consistent industry leading financial performance

   • Delivered 2025 Adjusted Earnings Per Share* of $3.61, which exceeded our target of $3.54

   • Increased the 2026 common stock dividend to $2.28 per share on an annualized basis - the 20th consecutive common stock dividend increase

   • Achieved more than $100 million of waste elimination savings through the CE Way

   • Named TRENDSETTER company by CPA-Zicklin Index for corporate political disclosure and accountability

     *A reconciliation of all non-GAAP measures found in this Proxy Statement is in Appendix A.

     Best Practices

     We annually review all elements of the Corporation's executive compensation program and, in addition to designing a program to comply with required rules, we adopt current best practices when deemed appropriate for our business and shareholders. As a result,

     We have …

   • a majority of pay in variable elements;

   • a majority of variable pay in long-term incentive ("LTI") awards;

   • a majority of LTI delivered in performance-based restricted stock;

   • all LTI denominated and settled in equity;

   • LTI payouts capped at target if three-year absolute total shareholder return performance is not positive;

   • a balance of absolute and relative metrics used in annual incentives and LTI;

   • stock ownership guidelines for NEOs, which exclude stock options and unvested performance-based restricted stock awards when determining compliance;

   • change-in-control agreements that require a double-trigger for the accelerated vesting of equity awards;

   • a policy that prohibits hedging and pledging of the Corporation's securities by officers;

   • annual reviews of risk within our incentive programs;

   • annual reviews of our Compensation Peer Group and Performance Peer Group; and

   • regular briefings from the Compensation Committee's independent compensation consultant regarding key trends and legislative and regulatory updates.

     We do not have …

   • excessive perquisites - no planes, cars, clubs or financial planning, with an annual physical examination being the principal perquisite provided to our executives in 2025;

   • dividends paid on unvested performance-based restricted stock awards - in lieu of dividends, recipients receive additional shares of restricted stock that are contingent on the same performance measures and forfeiture conditions applicable to the underlying restricted stock;

   • employment agreements - our executive agreements are limited to separation and change-in-control agreements, with base salary and annual incentive separation amounts not exceeding three times the NEO's base salary and annual incentive amount, with an average of two times; and

   • tax gross-ups - none of our separation or change-in-control agreements contain tax gross-ups.

     Shareholder's Advisory Vote to Approve Executive Compensation

     As part of the Compensation Committee's on-going review of executive compensation, we considered the affirmative 2025 CMS shareholder advisory vote to approve executive compensation as described in last year's Proxy Statement and determined that the current philosophy, objectives and compensation elements continue to be appropriate. The CMS advisory vote to approve executive compensation, as described in the 2025 CMS Proxy Statement, resulted in a high level of shareholder support with approximately 93% of votes cast in favor of the proposal. We considered this strong shareholder approval in continuing to employ the same performance-oriented program design during 2025. As such, the Compensation Committee did not make any changes to our executive compensation programs in response to the 2025 CMS shareholder vote. Despite the high level of shareholder support, we continue to monitor best practices and emerging trends and engage with our large institutional holders regarding compensation elements. The remainder of this Compensation Discussion and Analysis offers a detailed explanation of the 2025 NEO compensation program.

     ‌ObjgcĒivgs of Our «юgcuĒivg CompgnsaĒion ™rogram

     The Compensation Committee is responsible for approving the compensation program for the NEOs. The Compensation Committee acts pursuant to its Charter that is annually reviewed by the Board and is available on our website.

     The NEO compensation program is organized around four principles:

   • Align With Increasing Shareholder and Customer Value;

   • Enable Us to Compete for and Secure Top Executive Talent;

   • Reward Measurable Results; and

   • Be Fair and Competitive.

Align With Increasing Shareholder and Customer Value

We believe that a substantial portion of total compensation should be delivered in the form of at-risk equity in order to further align the interests of the NEOs with the interests of our shareholders and customers. Equity compensation granted in 2025 to our NEOs was provided through the Performance Incentive Stock Plan ("Stock Plan"). In 2025, awards were subject to the achievement of three-year relative TSR performance and three-year relative LTI EPS growth goals, each weighted equally, over a three-year performance period from January 1, 2025 to December 31, 2027.

Assuming target performance, the following charts illustrate the pay mix for the CEO and the average pay mix for the other NEOs as of December 31, 2025.

Program Design

We have designed our executive compensation elements to be balanced and simple, placing emphasis on consistent, sustainable and superior absolute and relative performance. The following elements deliver our executive total direct compensation: base salary, annual incentive and long-term incentive.

BASE SALARY. Base salary is targeted to approximate the median of our Compensation Peer Group which is made up of companies of similar business profile and size, with adjustments to reflect individual performance and internal considerations.

ANNUAL INCENTIVE. 2025 annual incentive awards are based on the achievement of Annual Incentive EPS (70% of annual incentive) and Annual Incentive Utility (30% of annual incentive) goals. For more information, see The Elements of Our Executive Compensation Program, Cash Compensation and Plan Performance Factor below.

We pay an annual incentive only if the results meet or exceed the threshold performance levels approved by the Compensation Committee by the end of January of each year. In 2025, Annual Incentive EPS was used to determine the financial annual incentive payout while Annual Incentive Utility, a measure of our operational success on metrics relating to people, planet, and prosperity, was used to determine the operational annual incentive payout. The Compensation Committee viewed success on these metrics as the building blocks for growing the value of the Corporation and as good indicators of how well we are executing our customer-focused strategy. We place more weight on Annual Incentive EPS to reflect the Corporation's and shareholders' focus on EPS growth and to align our performance objectives and incentive allocation with our Compensation Peer Group practices and our utility-focused strategy. The 2025 Annual Incentive Utility goals are the same operating metrics under the Consumers' Annual Employee Incentive Compensation Plan ("Consumers Incentive Plan"). The Compensation Committee included the Annual Incentive Utility metric in the 2025 annual incentive plan because the Compensation Committee believes that this alignment with operational performance and the broader utility employee population is an important aspect of our program design.

The six operating goals under the Annual Incentive Utility metric are focused on people, planet and prosperity to further emphasize our commitment to our strategy and represent sustainability items considered material to our strategy. See The Elements of Our Executive Compensation Program below for additional details on the operational targets.

LONG-TERM INCENTIVE. The LTI program consists of performance-based restricted stock (75% of total target LTI) and tenure-based restricted stock (25% of total target LTI).

The 2025 performance-based portion is eligible to vest after three years dependent upon our TSR performance and LTI EPS growth (each weighted equally) relative to the Performance Peer Group. The 2025 LTI program is distinct from the annual incentive plan in that it focuses on relative multi-year performance rather than absolute one-year performance. The tenure-based portion vests on the third anniversary of the award date.