TXNM Energy VP reports equity award vesting

TXNM Energy VP and Corporate Controller Gerald R. Bischoff reported multiple equity award transactions.

Rhea-AI Filing Summary

TXNM Energy VP and Corporate Controller Gerald R. Bischoff reported multiple equity award transactions. On March 7, 2026, he exercised restricted stock rights that convert on a one-for-one basis into TXNM Energy common stock. These awards vest in three equal annual installments under the company’s equity program.

The filing also shows shares of common stock withheld under transaction code “F” at a price of $58.88 per share to cover tax obligations from the vesting and settlement of these equity awards. Under the company’s modified share withholding approach, only the net shares after tax are ultimately delivered to Bischoff.

Insider Trade Summary

788 shares exercised/converted

Exercise 9 txns

Insider Bischoff Gerald R

Role VP and Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	169	$0.00	$0.00
Exercise	Restricted Stock Rights	323	$0.00	$0.00
Exercise	Restricted Stock Rights	296	$0.00	$0.00
Exercise	Common Stock	169	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	86	$58.88	$5K
Exercise	Common Stock	323	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	164	$58.88	$10K
Exercise	Common Stock	296	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	150	$58.88	$9K

Holdings After Transaction: Restricted Stock Rights — 1,765 contracts (Direct); Common Stock — 1,779 shares (Direct)

Footnotes (4)

1. F1. Represents the portion of previous awards of restricted stock rights that vested effective as of March 7, 2026.
2. F2. 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. F3. Each restricted stock right represents a contingent right to receive one share of TXNM Energy, Inc. common stock.
4. F4. 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).

FAQ

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What insider activity did TXNM VP Gerald R. Bischoff report on this Form 4?

Gerald R. Bischoff reported exercises of restricted stock rights and related common stock transactions on March 7, 2026. These included conversions of equity awards into common stock and share withholdings to satisfy tax obligations tied to the vesting of those awards.

How do TXNM Energy restricted stock rights reported by Bischoff work?

Each restricted stock right represents a contingent right to receive one share of TXNM Energy common stock. The restricted stock units vest in three equal annual installments, with vested shares delivered on each vesting date or after any blackout period under the company’s insider trading policy.

Why were some TXNM Energy shares reported with transaction code "F" at $58.88?

Transactions marked with code "F" reflect shares withheld at $58.88 per share to cover tax liabilities from equity award settlements. TXNM Energy withholds value for taxes and has a broker purchase common shares with the after-tax amount, delivering only net shares to the recipient.

Did Bischoff buy TXNM Energy shares on the open market in this filing?

The transactions are described as exercises or conversions of restricted stock rights and tax-withholding dispositions, not open-market purchases. Shares delivered result from vested equity awards, while shares coded "F" are withheld by the company to satisfy related tax obligations.

What role does Gerald R. Bischoff hold at TXNM Energy in this Form 4?

Gerald R. Bischoff is identified as an officer of TXNM Energy, serving as Vice President and Corporate Controller. The reported Form 4 transactions relate to his compensation in the form of restricted stock rights and resulting common stock from the company’s equity award program.

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Accepted by SEC EDGAR 03/09/2026 - 04:52 PM Learn about SEC filing dates

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^*

Bischoff Gerald R

(Last) (First) (Middle)

414 SILVER AVE. SW

MS1075

(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)
	VP and Corporate Controller

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		169	A	$0	1,560	D
Common Stock(2)	03/07/2026		F		86	D	$58.88	1,474	D
Common Stock(1)	03/07/2026		M		323	A	$0	1,797	D
Common Stock(2)	03/07/2026		F		164	D	$58.88	1,633	D
Common Stock(1)	03/07/2026		M		296	A	$0	1,929	D
Common Stock(2)	03/07/2026		F		150	D	$58.88	1,779	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			169	(4)	(4)	Common Stock	169	$0	2,384	D
Restricted Stock Rights	(3)	03/07/2026		M			323	(4)	(4)	Common Stock	323	$0	2,061	D
Restricted Stock Rights	(3)	03/07/2026		M			296	(4)	(4)	Common Stock	296	$0	1,765	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 Gerald R Bischoff	03/09/2026
	** 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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