TXNM Energy Inc. (TXNM) CEO reports 9,433 performance shares vesting, tax sale

Rhea-AI Filing Summary

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.

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

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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^*

TARRY JOSEPH DON

(Last) (First) (Middle)

CORPORATE HEADQUARTERS MS1275

(Street)

ALBUQUERQUE NM 87158-1275

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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)	12/17/2025		M		9,433	A	$0	58,525	D
Common Stock(2)	12/17/2025		F		4,269	D	$58.71	54,256	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

Explanation of Responses:

1. Represents vesting of performance shares earned for the 2023 - 2025 performance period based on preliminary results of achievement of applicable performance measures.

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.

Remarks:

	/s/ Angela L. Pino, POA for Joseph Don Tarry	12/18/2025
	** 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).
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FAQ

What insider transaction did TXNM (TXNM Energy Inc.) disclose for Joseph Don Tarry?

TXNM Energy Inc. disclosed that President and CEO Joseph Don Tarry had 9,433 performance-based shares of common stock vest on 12/17/2025, with related tax withholding handled through a share disposition.

How many TXNM Energy performance shares vested for Joseph Don Tarry and for what period?

A total of 9,433 performance shares vested for Joseph Don Tarry, representing performance shares earned for the 2023–2025 performance period based on preliminary results of achievement of applicable performance measures.

Why were 4,269 TXNM Energy shares disposed of in this filing?

The 4,269 shares were withheld and disposed of at $58.71 per share to satisfy TXNM Energy Inc.’s tax withholding obligations arising from the settlement of equity awards, as part of the company’s modified share-withholding approach.

How many TXNM Energy shares does Joseph Don Tarry own after these transactions?

Following the reported transactions, Joseph Don Tarry beneficially owns 54,256 shares of TXNM Energy Inc. common stock directly.

What is TXNM Energy Inc.’s modified share-withholding approach for equity awards?

Under TXNM Energy Inc.’s modified share-withholding approach, the company withholds an amount in cash to cover tax obligations and remits it to tax authorities, then directs a broker to purchase on the open market the number of common shares that can be acquired with the after-tax value of equity awards, delivering only these net shares to the award recipient.

What roles does Joseph Don Tarry hold at TXNM Energy Inc.?

Joseph Don Tarry is identified as a director and as an officer of TXNM Energy Inc., serving as President and CEO.