[Form 4] TXNM ENERGY INC Insider Trading Activity

Rhea-AI Filing Summary

Brian Iverson, listed as General Counsel and SVP Regulatory & Public Policy of TXNM Energy Inc. (TXNM), reported transactions dated 09/16/2025. On that date 4,650 restricted stock rights vested, each representing one share, and the reporting person acquired 4,650 shares with a $0 price basis on vesting. The company withheld 1,407 shares$56.63 per share, leaving the reporting person with 6,736 shares09/18/2025. The filing explains the companys modified share withholding procedure and that restricted units vest in three equal annual installments.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding; no novel governance issues disclosed.

The filing documents standard compensation mechanics: restricted stock rights vested and the company applied a modified share-withholding method to satisfy taxes. The disclosure is consistent with customary practice for executive equity settlements and does not indicate any change in compensation policy, dilutive issuance beyond the vested shares, or transfer to affiliated entities. The filing is informational for insider-holding tracking but does not present material corporate-governance changes.

Securities/Insider Transactions Analyst

TL;DR: Insider acquired 4,650 shares on vesting; 1,407 shares withheld for taxes at $56.63, net ownership updated.

The transaction shows settlement of equity awards: 4,650 restricted stock rights vested effective 09/16/2025 and were settled into shares with a $0 acquisition price on vesting. To satisfy tax obligations the company withheld 1,407 shares via a broker purchase at the market price noted in the filing, resulting in 6,736 shares beneficially owned post-transaction. This is a routine insider reporting event and updates the public record of executive ownership. No derivative exercises or sales beyond withholding were reported.

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).

1. Name and Address of Reporting Person^*

Iverson Brian

(Last) (First) (Middle)

CORPORATE HEADQUARTERS

MS 1245

(Street)

ALBUQUERQUE NM 87158-1245

(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)
	Gen Couns, SVP Reg-Pub Policy

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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)	09/16/2025		M		4,650	A	$0	8,143	D
Common Stock(2)	09/16/2025		F		1,407	D	$56.63	6,736	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)	09/16/2025		M			4,650	(4)	(4)	Common Stock	4,650	$0	3,525	D

Explanation of Responses:

1. Represents the portion of previous awards of restricted stock rights that vested effective as of September 16, 2025.

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 Brian Iverson	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 for TXNM filed by Brian Iverson report?

The Form 4 reported that 4,650 restricted stock rights vested on 09/16/2025 and 1,407 shares were withheld6,736 shares

Who is the reporting person on the TXNM Form 4 and what is their role?

Brian Iverson is the reporting person, identified as General Counsel, SVP Regulatory & Public Policy of TXNM Energy Inc.

How were taxes satisfied for the vested equity in the TXNM Form 4?

The company used a modified share-withholding approach: it withheld cash for taxes and directed a broker to buy shares on the open market, delivering the net shares to the recipient.

What price is disclosed in connection with the withheld shares?

The filing lists $56.63 as the price associated with the 1,407 shares withheld to satisfy tax withholding.

When were the restricted stock rights vested and when was the Form 4 signed?

Vesting date: 09/16/2025. Form signature (by POA): 09/18/2025.