TXNM Energy (TXNM) CFO exercises and settles stock awards

Rhea-AI Filing Summary

TXNM Energy SVP and CFO Henry E. Monroy reported equity award activity involving restricted stock rights and common shares. On March 7, 2026, he exercised multiple restricted stock rights, each representing the right to receive one share of TXNM Energy common stock, resulting in new directly held shares.

Some of the resulting common shares were withheld under the company’s modified “share withholding” approach to cover tax obligations at a price of $58.88 per share, with only the net shares delivered to him. After these exercises and tax-withholding dispositions, his direct common stock and restricted stock right holdings increased compared with prior awards that vested on that date.

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

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^*

Monroy Henry E

(Last) (First) (Middle)

414 SILVER AVE. SW

MS 1105

(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 and CFO

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		311	A	$0	9,204	D
Common Stock(2)	03/07/2026		F		158	D	$58.88	9,046	D
Common Stock(1)	03/07/2026		M		181	A	$0	9,227	D
Common Stock(2)	03/07/2026		F		92	D	$58.88	9,135	D
Common Stock(1)	03/07/2026		M		500	A	$0	9,635	D
Common Stock(2)	03/07/2026		F		253	D	$58.88	9,382	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			311	(4)	(4)	Common Stock	311	$0	4,248	D
Restricted Stock Rights	(3)	03/07/2026		M			181	(4)	(4)	Common Stock	181	$0	4,067	D
Restricted Stock Rights	(3)	03/07/2026		M			500	(4)	(4)	Common Stock	500	$0	3,567	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 Henry E Monroy	03/09/2026
	** 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).
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.

FAQ

What did TXNM (TXNM) SVP and CFO Henry Monroy report on this Form 4?

He reported the vesting and exercise of restricted stock rights into TXNM Energy common stock, along with related tax-withholding share dispositions. These transactions reflect equity compensation settlement rather than open-market buying or selling of shares.

What securities were involved in Henry Monroy’s TXNM Form 4 filing?

The filing involves restricted stock rights and common stock of TXNM Energy. Each restricted stock right represents a contingent right to receive one share of common stock, which vests and is delivered in scheduled installments over time.

How were taxes handled on Henry Monroy’s TXNM equity awards?

TXNM Energy withheld common shares to satisfy tax obligations, valuing them at $58.88 per share. Under its modified share withholding approach, the company remits cash taxes and has a broker buy replacement shares, delivering only the net shares to Monroy.

Were Henry Monroy’s TXNM transactions open-market buys or sells?

No. The acquisitions result from exercising restricted stock rights, and the dispositions are shares withheld to pay taxes. Footnotes describe these as equity award settlements using a share-withholding method, not discretionary open-market trading.

How do Henry Monroy’s restricted stock units at TXNM vest over time?

The restricted stock units vest in three equal annual installments. Vested shares are delivered on each vesting date, or after any blackout period under TXNM’s insider trading policy if a vesting date falls during such a blackout.