TXNM Energy (TXNM) CFO discloses performance-based share transactions

Rhea-AI Filing Summary

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.

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^*

Monroy Henry E

(Last) (First) (Middle)

414 SILVER AVE. SW

MS 1105

(Street)

ALBUQUERQUE NM 87102

(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)
	SVP and CFO

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		466	A	$0	9,104	D
Common Stock(2)	12/17/2025		F		211	D	$58.71	8,893	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 Henry E Monroy	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).
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 stock transaction did TXNM (TXNM) disclose for its SVP and CFO?

The filing shows that TXNM Energy's SVP and CFO, Henry E. Monroy, had 466 shares of common stock vest from performance-based awards and 211 shares withheld to cover related tax obligations on 12/17/2025.

How many TXNM Energy shares does the CFO own after the reported transaction?

Following the reported transactions, Henry E. Monroy directly and beneficially owned 8,893 shares of TXNM Energy Inc. common stock.

What period did the vested TXNM Energy performance shares cover?

The vested shares represent performance shares earned for the 2023 - 2025 performance period, based on preliminary results of the achievement of applicable performance measures.

How were taxes handled on the TXNM Energy equity award settlement?

The filing states that 211 shares were withheld at $58.71 per share to satisfy tax withholding obligations arising from the settlement of equity awards.

What is TXNM Energy's modified share-withholding approach for equity awards?

TXNM Energy explains that it withholds cash to pay tax obligations and directs a broker to buy shares on the open market with the after-tax value of equity awards, so only these net shares are delivered to the award recipient.