TXNM Energy Inc. (TXNM) SVP reports 658-share vesting and tax withholding

Rhea-AI Filing Summary

TXNM Energy Inc. reported an insider equity transaction by its SVP of Corporate Services. On 12/17/2025, 658 shares of common stock vested, representing performance shares earned for the 2023–2025 period based on preliminary achievement of performance measures. On the same date, 298 shares were withheld at a price of $58.71 per share to cover tax withholding obligations tied to the equity award settlement, leaving 360 shares of common stock beneficially owned directly after these transactions. TXNM Energy uses a modified share withholding approach in which it withholds cash for taxes, has a broker purchase shares on the open market with the after-tax value, and delivers only the resulting net shares 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

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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^*

Jacobson Monique

(Last) (First) (Middle)

414 SILVER AVE. SW

MS 1295

(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, Corporate Services

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		658	A	$0	658	D
Common Stock(2)	12/17/2025		F		298	D	$58.71	360	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 Monique Jacobson	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.) report on this Form 4?

The filing shows an insider transaction by the SVP of Corporate Services involving the vesting of performance-based common stock and related share withholding for taxes on 12/17/2025.

How many TXNM Energy performance shares vested and for which performance period?

A total of 658 shares of common stock vested, representing performance shares earned for the 2023–2025 performance period based on preliminary results against applicable performance measures.

How many TXNM Energy shares were withheld for taxes and at what price?

The company withheld 298 shares of common stock at a price of $58.71 per share to satisfy tax withholding obligations arising from the equity award settlement.

What is the executive’s role at TXNM Energy related to this Form 4?

The reporting person is an officer of TXNM Energy Inc., serving as SVP, Corporate Services, and filed the Form 4 as a single reporting person.

How many TXNM Energy shares did the insider own after the reported transactions?

Following the vesting and tax withholding transactions on 12/17/2025, the insider beneficially owned 360 shares of TXNM Energy common stock directly.

How does TXNM Energy handle tax withholding for equity awards?

TXNM Energy applies a modified share withholding approach: it withholds an amount in cash to cover tax obligations, remits that cash to tax authorities, and directs a broker to buy shares on the open market with the after-tax value, delivering only the resulting net shares to the award recipient.