TXNM Energy Inc. (TXNM) CEO reports RSU vesting, 5,989 shares withheld for taxes

Rhea-AI Filing Summary

TXNM Energy Inc. President and CEO, who is also a director, reported equity award activity involving the company’s common stock. On December 1, 2025, 13,234 restricted stock rights vested and were settled into shares of common stock at an exercise price of $0, increasing his holdings. On the same date, 5,989 shares of common stock were withheld by TXNM Energy Inc. to cover tax obligations related to this equity award, at a price of $58.4 per share.

After these transactions, the reporting person directly owned 49,092 shares of TXNM Energy Inc. common stock and held 16,013 derivative securities in the form of restricted stock rights, each representing a contingent right to receive one share of common stock. The restricted stock units vest in three equal annual installments, with shares delivered on each vesting date or after any applicable blackout period ends.

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)
12/01/2025

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)	12/01/2025		M		13,234	A	$0	55,081	D
Common Stock(2)	12/01/2025		F		5,989	D	$58.4	49,092	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)	12/01/2025		M			13,234	(4)	(4)	Common Stock	13,234	$0	16,013	D

Explanation of Responses:

1. Represents the portion of previous awards of restricted stock rights that vested effective as of December 1, 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 Joseph Don Tarry	12/02/2025
	** 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 December 1, 2025?

The President and CEO of TXNM Energy Inc., who is also a director, reported the vesting and settlement of 13,234 restricted stock rights into common stock on December 1, 2025, along with related tax-share withholding.

How many TXNM Energy Inc. shares vested for the reporting person?

A total of 13,234 restricted stock rights vested and were converted into the same number of TXNM Energy Inc. common shares at an exercise price of $0 per share.

How many TXNM shares were withheld for taxes in this TXNM Form 4 filing?

5,989 shares of TXNM Energy Inc. common stock were withheld to satisfy tax withholding obligations arising from the equity award settlement, using a price of $58.4 per share.

How many TXNM Energy Inc. shares does the insider own after these transactions?

Following the reported transactions, the insider directly owned 49,092 shares of TXNM Energy Inc. common stock.

What derivative securities related to TXNM stock does the insider still hold?

The insider held 16,013 derivative securities in the form of restricted stock rights, each representing a contingent right to receive one share of TXNM Energy Inc. common stock.

How do the restricted stock units for TXNM Energy Inc. vest for this insider?

The restricted stock units vest in three equal annual installments. Vested shares are delivered on each vesting date, or after any blackout period under the company’s insider trading policy ends.

How does TXNM Energy Inc. handle tax withholding on equity awards?

The company uses a modified share withholding approach: it withholds cash to pay tax authorities and directs a broker to buy shares on the open market with the after-tax value, delivering only these net shares to the award recipient.