TXNM Energy (TXNM) executive chair settles equity awards and tax withholding

Rhea-AI Filing Summary

TXNM Energy Inc. executive chair Patricia K. Collawn reported vesting and settlement of equity awards. On March 7, 2026, several blocks of restricted stock rights were exercised, each right converting into one share of TXNM Energy common stock. Common shares were acquired in multiple transactions linked to these awards.

Separate Form 4 entries show common shares withheld in three transactions coded "F" at $58.88 per share to cover tax obligations from the equity award settlements, consistent with the company’s modified share-withholding approach. After these transactions, Collawn continued to hold a substantial direct ownership position in TXNM 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^*

COLLAWN PATRICIA K

(Last) (First) (Middle)

CORPORATE HEADQUARTERS

MS 1275

(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)
	EXECUTIVE CHAIR

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		6,019	A	$0	770,533	D
Common Stock(2)	03/07/2026		F		2,724	D	$58.88	767,809	D
Common Stock(1)	03/07/2026		M		8,577	A	$0	776,386	D
Common Stock(2)	03/07/2026		F		3,882	D	$58.88	772,504	D
Common Stock(1)	03/07/2026		M		7,248	A	$0	779,752	D
Common Stock(2)	03/07/2026		F		3,280	D	$58.88	776,472	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			6,019	(4)	(4)	Common Stock	6,019	$0	52,242	D
Restricted Stock Rights	(3)	03/07/2026		M			8,577	(4)	(4)	Common Stock	8,577	$0	43,665	D
Restricted Stock Rights	(3)	03/07/2026		M			7,248	(4)	(4)	Common Stock	7,248	$0	36,417	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 Patricia K. Collawn	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did TXNM executive chair Patricia Collawn report?

Patricia K. Collawn reported equity award vesting and related share movements. Restricted stock rights were exercised into TXNM Energy common stock, and some common shares were withheld to satisfy tax obligations arising from the settlement of those equity awards.

How many TXNM shares were used to cover taxes on Patricia Collawn’s awards?

Three tax-withholding transactions coded "F" were reported, involving 2,724, 3,882 and 3,280 shares of TXNM Energy common stock at a price of $58.88 per share. These shares were withheld to satisfy tax liabilities from equity award settlements.

What do the restricted stock rights in TXNM’s Form 4 represent?

Each restricted stock right represents a contingent right to receive one share of TXNM Energy common stock. The footnotes state these restricted stock units vest in three equal annual installments, with vested shares delivered on applicable vesting dates, subject to blackout period timing.

Were Patricia Collawn’s TXNM transactions open-market buys or sells?

The Form 4 shows code "M" exercises and code "F" tax-withholding dispositions, not open-market purchases or sales. The "F" entries reflect shares withheld and related broker activity to cover tax obligations from the settlement of TXNM equity awards.

How does TXNM Energy handle tax withholding on equity awards?

TXNM Energy uses a modified share-withholding method. It withholds cash equal to tax obligations, remits that cash to tax authorities, then directs a broker to buy common shares with the after-tax value. Only these net shares are delivered to the award recipient.