TXNM Energy SEC Filings

TXNM Energy Inc. reported insider activity by President and CEO Joseph Don Tarry, who also serves as a director. On 12/17/2025, 9,433 performance-based shares of common stock vested at an exercise price of $0, reflecting awards earned for the 2023–2025 performance period based on preliminary results of the applicable performance measures.

To satisfy tax withholding obligations related to this equity award, 4,269 shares were disposed of at $58.71 per share under the company’s share-withholding approach. After these transactions, Tarry directly beneficially owned 54,256 shares of TXNM Energy common stock.

TXNM Energy Inc. officer Brian Iverson reported routine equity compensation activity dated 12/17/2025. 2,344 shares of common stock vested from performance shares earned for the 2023–2025 performance period at a stated price of $0, reflecting delivery of stock rather than an open-market purchase.

To cover taxes on this vesting, 710 shares were withheld and treated as disposed of at $58.71 per share under the company’s modified share withholding approach, which involves remitting tax in cash and instructing a broker to buy replacement shares on the open market. After these transactions, Iverson directly beneficially owned 8,370 shares of TXNM Energy common stock.

TXNM Energy Inc. reported an insider equity transaction by its SVP of Corporate Services. On 12/17/2025, 658 shares of common stock vested, representing performance shares earned for the 2023–2025 period based on preliminary achievement of performance measures. On the same date, 298 shares were withheld at a price of $58.71 per share to cover tax withholding obligations tied to the equity award settlement, leaving 360 shares of common stock beneficially owned directly after these transactions. TXNM Energy uses a modified share withholding approach in which it withholds cash for taxes, has a broker purchase shares on the open market with the after-tax value, and delivers only the resulting net shares to the executive.

TXNM Energy Inc. reported an insider stock transaction by its SVP and CFO, Henry E. Monroy. On 12/17/2025, 466 shares of common stock vested from performance-based awards for the 2023 - 2025 period, increasing his direct holdings. On the same date, 211 shares were withheld at $58.71 per share to cover tax obligations tied to these equity awards. After these transactions, he directly beneficially owned 8,893 shares of TXNM Energy common stock.

The company explains that it uses a modified share-withholding method, in which it withholds cash to satisfy tax obligations and a broker purchases shares on the open market so that only net shares from equity awards are delivered to the executive.

TXNM Energy Inc. officer Gerald R. Bischoff, VP and Corporate Controller, reported equity award activity involving the company’s common stock. On 12/17/2025, he acquired 638 shares at $0 upon vesting of performance shares for the 2023–2025 performance period, based on preliminary results for the applicable performance measures. To cover related tax obligations, 289 shares were withheld at $58.71 per share, leaving him with 1,391 shares of TXNM Energy common stock beneficially owned directly after these transactions.

TXNM Energy Inc executive chair and director Patricia K. Collawn reported insider equity activity involving the company’s common stock. On 12/17/2025, 27,320 performance-based common shares vested at a price of $0, earned for the 2023–2025 performance period based on preliminary achievement of the applicable measures.

To cover tax obligations from these equity awards, the company withheld 12,363 shares at a price of $58.71 per share using its modified share-withholding approach. After these transactions, Collawn beneficially owned 764,514 shares of TXNM Energy Inc common stock directly.

TXNM Energy, Inc. disclosed that it has issued $350,000,000 aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Convertible Notes due 2056. These unsecured Notes are junior to the company’s existing and future senior debt and rank equally with its 5.75% Junior Subordinated Convertible Notes due 2054.

The Notes carry a fixed interest rate of 7.000% per year until July 31, 2031, then reset every five years to the Five-Year Treasury Rate plus 3.254%, with a floor of 7.000%. Interest is payable semi-annually on January 31 and July 31, starting July 31, 2026, and the Notes mature on July 31, 2056, unless redeemed earlier.

TXNM Energy may defer interest for up to 20 consecutive semi-annual periods, with interest continuing to accrue and compound. The company can redeem the Notes in several situations, including at par around the first reset date or on later interest payment dates, upon certain tax changes at par, or at 102% of principal if rating agency equity credit criteria change.

TXNM Energy Inc. President and CEO, who is also a director, reported equity award activity involving the company’s common stock. On December 1, 2025, 13,234 restricted stock rights vested and were settled into shares of common stock at an exercise price of $0, increasing his holdings. On the same date, 5,989 shares of common stock were withheld by TXNM Energy Inc. to cover tax obligations related to this equity award, at a price of $58.4 per share.

After these transactions, the reporting person directly owned 49,092 shares of TXNM Energy Inc. common stock and held 16,013 derivative securities in the form of restricted stock rights, each representing a contingent right to receive one share of common stock. The restricted stock units vest in three equal annual installments, with shares delivered on each vesting date or after any applicable blackout period ends.

TXNM Energy announced that it has started marketing a potential private offering of fixed-to-fixed reset rate junior subordinated notes to institutional investors under Rule 144A and to certain non-U.S. investors under Regulation S. The notes will not be registered under U.S. securities laws, and any transaction would depend on final terms and conditions being agreed.

The company and its subsidiary Public Service Company of New Mexico are also evaluating a pension risk transfer that could move up to $100 million of pension obligations, and corresponding plan assets, related to a previously sold gas distribution business to an insurance company via group annuity contracts. If this transaction is completed, they currently expect a non-cash charge to net income of about $65 million, or $50 million after tax, as the insurer would then assume future benefit payments for the covered retirees and beneficiaries. Both the notes offering and the pension transfer are described as potential transactions with no assurance on completion, timing, or final terms.