[Form 4] TXNM Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Patricia K. Collawn, Executive Chair and Director of TXNM Energy, Inc. (TXNM), reported acquisition of 657 phantom stock shares under the TXNM Energy, Inc. Executive Savings Plan II via notational dividend reinvestment on August 22, 2025. These phantom shares convert to common stock on a one-for-one basis and are recorded as indirectly owning an aggregate of 95,815 common stock equivalents held in the TXNM Common Stock Fund - Executive Savings Plan II. The phantom shares will settle upon the Reporting Person's retirement or other termination of service.

The Form 4 was signed by a power of attorney on behalf of Ms. Collawn on August 25, 2025. No cash price was paid for the phantom shares (reported price $0), and the filing reflects a routine plan-based reinvestment rather than an open-market trade.

Insights

Securities Analyst

TL;DR: Routine, non-market acquisition under an executive savings plan; increases indirect holdings without immediate share issuance.

The filing documents a plan-based acquisition of 657 phantom stock shares through notational dividend reinvestment, which does not represent an open-market purchase or sale. The phantom shares convert one-for-one into common stock and will only settle on termination or retirement, meaning there is no immediate dilution of outstanding common shares. The reporting shows an indirect beneficial ownership of 95,815 common stock equivalents within the companys executive savings fund, indicating continued participation in the company's deferred compensation/retention mechanisms.

Corporate Governance Expert

TL;DR: Filing indicates standard executive plan mechanics and appropriate disclosure by the reporting person via POA.

The Form 4 discloses acquisition under the TXNM Executive Savings Plan II and explains settlement terms and conversion mechanics. The signature by a power of attorney on August 25, 2025, properly documents the filing. This is a governance-appropriate disclosure of compensation-related equity accruals rather than a discretionary trading event.

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
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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)
08/22/2025

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

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
Phantom Stock Shares	(1)	08/22/2025		A		657(2)		(3)	(3)	Common Stock	657	$0	95,815	I	TXNM Common Stock Fund - TXNM Energy, Inc. Executive Savings Plan II

Explanation of Responses:

1. The security converts to common stock on a one-for-one basis.

2. Reflects the amount of phantom stock shares acquired under the TXNM Energy, Inc. Executive Savings Plan II through notational dividend reinvestment on the cash dividend payment date of August 22, 2025.

3. The phantom stock shares were acquired under the TXNM Energy, Inc. Executive Savings Plan II, and will settle upon the Reporting Person's retirement or other termination of service.

Remarks:

	/s/ Angela L. Pino, POA for Patricia K. Collawn	08/25/2025
	** 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).
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 transaction did Patricia K. Collawn report on Form 4 for TXNM?

The filing reports acquisition of 657 phantom stock shares under the TXNM Energy, Inc. Executive Savings Plan II via notational dividend reinvestment on August 22, 2025.

How many common stock equivalents does the filing show Patricia Collawn beneficially owns for TXNM?

The Form 4 reports indirect beneficial ownership of 95,815 common stock equivalents held in the TXNM Common Stock Fund - Executive Savings Plan II.

Will the phantom stock reported by Patricia Collawn immediately convert to TXNM common shares?

No. The filing states the phantom stock will settle upon the Reporting Person's retirement or other termination of service and converts one-for-one to common stock at settlement.

Was any cash paid for the phantom stock reported in the TXNM Form 4?

The reported price for the phantom stock shares is $0, reflecting notational dividend reinvestment rather than a cash purchase.

Who signed the Form 4 for Patricia Collawn?

The Form 4 was signed by /s/ Angela L. Pino, POA for Patricia K. Collawn on August 25, 2025.