TXNM Energy (TXNM) counsel records equity vesting and tax withholding

Rhea-AI Filing Summary

TXNM Energy Inc. executive Brian Iverson, General Counsel and Senior Vice President for Regulatory and Public Policy, reported equity award activity effective March 7, 2026. A prior grant of restricted stock rights vested, converting 1,163 restricted stock rights into the same number of common shares.

To cover tax obligations on this vesting, the company withheld 414 common shares at $58.88 per share using a modified share-withholding approach described in the footnotes. After these transactions, Iverson directly held 9,119 shares of common stock and 5,578 restricted stock rights that continue to vest in three equal annual installments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Iverson Brian

(Last) (First) (Middle)

CORPORATE HEADQUARTERS

MS 1245

(Street)

ALBUQUERQUE NM 87158-1245

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TXNM ENERGY INC [ TXNM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Gen Couns, SVP Reg-Pub Policy

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/07/2026		M		1,163	A	$0	9,533	D
Common Stock(2)	03/07/2026		F		414	D	$58.88	9,119	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Rights	(3)	03/07/2026		M			1,163	(4)	(4)	Common Stock	1,163	$0	5,578	D

Explanation of Responses:

1. Represents the portion of previous awards of restricted stock rights that vested effective as of March 7, 2026.

2. Represents shares withheld by TXNM Energy, Inc. (the "Company") to satisfy the tax withholding obligations arising in connection with the settlement of equity awards. The Company utilizes a modified "share withholding" approach in connection with settling equity awards, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the Company's common stock that can be acquired with the after-tax value of equity awards at the prevailing market price. Only these "net shares" are delivered to the recipient of the equity awards.

3. Each restricted stock right represents a contingent right to receive one share of TXNM Energy, Inc. common stock.

4. The restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).

Remarks:

	/s/ Angela L. Pino, POA for Brian Iverson	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Brian Iverson report for TXNM Energy (TXNM)?

Brian Iverson reported vesting of restricted stock rights that converted into 1,163 TXNM Energy common shares on March 7, 2026. A portion of these shares was withheld to satisfy tax obligations under the company’s equity award share-withholding program.

How many TXNM Energy restricted stock rights vested for Brian Iverson?

A previous grant of TXNM Energy restricted stock rights vested into 1,163 common shares. Each restricted stock right represents a contingent right to receive one share of common stock, as described in the footnotes to the Form 4 filing.

How were taxes handled on Brian Iverson’s TXNM Energy equity vesting?

TXNM Energy withheld 414 common shares at $58.88 per share to cover tax obligations from the equity award settlement. The company uses a modified share-withholding approach, remitting cash for taxes and directing a broker to purchase replacement shares on the open market.

What are Brian Iverson’s TXNM Energy holdings after these Form 4 transactions?

Following the reported transactions, Brian Iverson directly held 9,119 TXNM Energy common shares and 5,578 restricted stock rights. These remaining restricted stock units continue to vest over time according to their three-installment vesting schedule.

What is the vesting schedule of Brian Iverson’s TXNM Energy restricted stock units?

The restricted stock units vest in three equal annual installments. Vested shares are delivered on each vesting date, or after the end of any blackout period under TXNM Energy’s insider trading policy if a vesting date falls during such a blackout.

Does the Form 4 show an open-market purchase or sale by Brian Iverson?

The Form 4 reflects equity award vesting and a tax-withholding disposition, not a discretionary open-market trade. Shares were withheld and processed under TXNM Energy’s modified share-withholding method related to the settlement of restricted stock rights.