TXNM Energy Inc. (TXNM) discloses executive stock award vesting

Rhea-AI Filing Summary

TXNM Energy Inc. officer Brian Iverson reported routine equity compensation activity dated 12/17/2025. 2,344 shares of common stock vested from performance shares earned for the 2023–2025 performance period at a stated price of $0, reflecting delivery of stock rather than an open-market purchase.

To cover taxes on this vesting, 710 shares were withheld and treated as disposed of at $58.71 per share under the company’s modified share withholding approach, which involves remitting tax in cash and instructing a broker to buy replacement shares on the open market. After these transactions, Iverson directly beneficially owned 8,370 shares of TXNM Energy common stock.

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

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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^*

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)
12/17/2025

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)	12/17/2025		M		2,344	A	$0	9,080	D
Common Stock(2)	12/17/2025		F		710	D	$58.71	8,370	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

Explanation of Responses:

1. Represents vesting of performance shares earned for the 2023 - 2025 performance period based on preliminary results of achievement of applicable performance measures.

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.

Remarks:

	/s/ Angela L. Pino, POA for Brian Iverson	12/18/2025
	** 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 insider transaction did TXNM Energy Inc. (TXNM) report for Brian Iverson?

The report shows that Brian Iverson, an officer of TXNM Energy Inc., had 2,344 shares of common stock vest from performance share awards on 12/17/2025, with related shares withheld to cover taxes.

How many TXNM Energy performance shares vested for Brian Iverson and for what period?

2,344 shares of TXNM Energy common stock vested, representing performance shares earned for the 2023–2025 performance period based on preliminary results of the applicable performance measures.

How many TXNM Energy shares were withheld for taxes and at what price?

710 shares of TXNM Energy common stock were withheld and treated as disposed of at a price of $58.71 per share to satisfy tax withholding obligations arising from the equity award settlement.

How many TXNM Energy shares does Brian Iverson own after the reported transactions?

Following the vesting and tax withholding transactions, Brian Iverson directly and beneficially owned 8,370 shares of TXNM Energy common stock.

What is Brian Iverson’s role at TXNM Energy Inc.?

Brian Iverson is listed as an officer of TXNM Energy Inc., with the title General Counsel, Senior Vice President Regulatory-Public Policy.

What does TXNM Energy’s modified share withholding approach involve?

Under the company’s modified share withholding approach, TXNM Energy withholds an amount in cash to satisfy tax obligations, remits that cash to tax authorities, and directs a designated broker to purchase on the open market the number of shares that can be acquired with the after-tax value of the equity awards. Only these net shares are delivered to the award recipient.