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TXNM Energy (TXNM) director receives 2,698 restricted stock units as equity award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HUGHES JAMES ALTON reported acquisition or exercise transactions in this Form 4 filing.

TXNM ENERGY INC director James Alton Hughes received an equity grant of 2,698 restricted stock units. These RSUs were granted on June 10, 2026 at no cash cost and will vest on June 10, 2027. After this grant, he holds 22,217 shares of common stock directly. Vested shares will be settled in common stock, with delivery possibly deferred under the Director Deferred Right Program or delayed if a blackout period is in effect.

Positive

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Negative

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Insider HUGHES JAMES ALTON
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,698 $0.00 --
Holdings After Transaction: Common Stock — 22,217 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSUs granted 2,698 units Restricted stock units granted June 10, 2026
Post-transaction holdings 22,217 shares Common stock held directly after grant
Grant price $0.0000 per share Equity award, no cash paid by director
Vesting date June 10, 2027 RSUs vest one year after grant
restricted stock units financial
"These shares represent restricted stock units granted on June 10, 2026 that will vest on June 10, 2027"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
blackout period regulatory
"if vesting or any applicable deferred delivery dates occur during a blackout period, the vested shares will be delivered at a later date"
A blackout period is a temporary window when company insiders, employees or certain plan participants are barred from buying or selling the company’s stock, usually around earnings releases or other material events. It matters to investors because it reduces the risk of unfair trading based on secret information and can affect share liquidity and timing—think of it as a “no trading” zone set to keep the market fair and orderly.
Director Deferred Right Program financial
"delivered in accordance with any elections made under the Director Deferred Right Program"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
HUGHES JAMES ALTON
(Last)(First)(Middle)
1111 STUDEWOOD STREET
#603
(Street)
HOUSTON TEXAS 77008
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TXNM ENERGY INC [ TXNM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026A2,698(1)A$022,217D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares represent restricted stock units granted on June 10, 2026 that will vest on June 10, 2027 and be settled in common stock upon or after vesting (and delivered in accordance with any elections made under the Director Deferred Right Program), provided that if vesting or any applicable deferred delivery dates occur during a blackout period, the vested shares will be delivered at a later date after such blackout period ends.
Remarks:
/s/ Donna Briggs, POA for James A. Hughes06/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did TXNM Energy (TXNM) director James Alton Hughes report on this Form 4?

He reported receiving 2,698 restricted stock units as an equity award. The grant is compensation, not an open-market purchase, and increases his direct holdings to 22,217 shares of TXNM common stock after the transaction.

Is the TXNM (TXNM) Form 4 transaction a stock purchase or a grant?

The transaction is a grant of restricted stock units, not a market purchase. Code A indicates a grant, award, or other acquisition, and the price per share is listed as 0.0000, confirming it is compensation-based.

When do the 2,698 restricted stock units granted to the TXNM director vest?

The 2,698 restricted stock units vest on June 10, 2027, one year after the grant date. Once vested, they will be settled in TXNM common stock, with delivery timing influenced by deferral elections and blackout period rules.

How many TXNM shares does director James Alton Hughes own after this Form 4 transaction?

Following the award, he is reported to directly own 22,217 shares of TXNM common stock. This total includes the newly granted restricted stock units reflected as part of his post-transaction holdings in the filing.

What is the significance of the blackout period mentioned in the TXNM Form 4 footnote?

If vesting or any deferred delivery date falls in a blackout period, delivery of vested shares is postponed. The shares are delivered later, after the blackout period ends, in line with the company’s trading and compliance policies.

How does the Director Deferred Right Program affect the TXNM director’s RSU delivery?

Under the Director Deferred Right Program, the director may elect to defer when vested shares are delivered. Actual share delivery can occur after vesting, subject to any deferral elections and blackout period restrictions described in the footnote.