TXNM ENERGY INC — Director's Dealing 2025

Dec 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TXNM ENERGY INC (TXNM)
CIK: 0001108426
Period of Report: 2025-12-01

Reporting Person: TARRY JOSEPH DON (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-12-01	Common Stock	M	13234	—	Acquired	55081	Direct
2025-12-01	Common Stock	F	5989	$58.40	Disposed	49092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-12-01	Restricted Stock Rights	$	M	13234	Disposed		Common Stock (13234)	Direct

Footnotes

F1: Represents the portion of previous awards of restricted stock rights that vested effective as of December 1, 2025.

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.

F3: Each restricted stock right represents a contingent right to receive one share of TXNM Energy, Inc. common stock.

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).