TXNM Energy (TXNM) CEO reports equity vesting and tax share withholding

Rhea-AI Filing Summary

TXNM Energy Inc President and CEO Joseph Don Tarry reported multiple equity award transactions dated March 7, 2026. Several restricted stock rights were exercised for no cash price, converting into shares of common stock as part of previously granted awards that vested on that date.

Related Common Stock entries with code "F" reflect shares withheld at $58.88 per share to cover tax obligations arising from these equity settlements. According to the disclosure, TXNM Energy uses a modified share-withholding approach, and only the net shares after tax 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

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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^*

TARRY JOSEPH DON

(Last) (First) (Middle)

CORPORATE HEADQUARTERS MS1275

(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)
	President and CEO

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		1,700	A	$0	55,956	D
Common Stock(2)	03/07/2026		F		770	D	$58.88	55,186	D
Common Stock(1)	03/07/2026		M		2,424	A	$0	57,610	D
Common Stock(2)	03/07/2026		F		1,097	D	$58.88	56,513	D
Common Stock(1)	03/07/2026		M		3,124	A	$0	59,637	D
Common Stock(2)	03/07/2026		F		1,414	D	$58.88	58,223	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			1,700	(4)	(4)	Common Stock	1,700	$0	31,507	D
Restricted Stock Rights	(3)	03/07/2026		M			2,424	(4)	(4)	Common Stock	2,424	$0	29,083	D
Restricted Stock Rights	(3)	03/07/2026		M			3,124	(4)	(4)	Common Stock	3,124	$0	25,959	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 Joseph Don Tarry	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did TXNM (TXNM) report for Joseph Don Tarry?

TXNM reported that President and CEO Joseph Don Tarry exercised several restricted stock rights into common stock on March 7, 2026, and had additional common shares withheld to satisfy tax obligations tied to those equity award settlements under the company’s modified share-withholding approach.

What do the restricted stock rights represent for TXNM (TXNM) insiders?

Each restricted stock right represents a contingent right to receive one share of TXNM Energy Inc. common stock. These rights convert into shares as they vest over time, forming part of the executive’s equity-based compensation package linked to service and vesting schedules.

How do TXNM (TXNM) restricted stock units vest for the CEO?

The restricted stock units vest in three equal annual installments. On each vesting date, vested shares are delivered to the reporting person, unless TXNM is in an insider-trading blackout period, in which case delivery occurs after the blackout period ends according to the disclosure.

Why were TXNM (TXNM) shares coded with transaction code "F"?

Transactions coded "F" are shares withheld by TXNM Energy Inc. to satisfy tax withholding obligations from equity award settlements. The company withholds cash for taxes and directs a broker to purchase common stock with the after-tax value, delivering only net shares to the executive.

What price per share applied to TXNM (TXNM) tax-withholding dispositions?

The tax-withholding dispositions of TXNM common stock were reported at a transaction price of $58.88 per share. This price is used in the company’s modified share-withholding approach to determine how many shares are withheld and how many net shares are ultimately delivered.

Did TXNM (TXNM) CEO’s transactions involve open-market buying or selling?

The filing describes derivative exercises of restricted stock rights and shares withheld for taxes, not open-market buying or selling by the CEO. A designated broker purchases shares on the open market only to deliver net shares after TXNM withholds cash to meet tax obligations.