TXNM ENERGY INC filed this 4 on Mar 10, 2025
TXNM ENERGY INC (Form: 4, Received: 03/10/2025 16:10:21)
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TARRY JOSEPH DON
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 COO
(Last)          (First)          (Middle)

CORPORATE HEADQUARTERS MS1275
3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2025
(Street)

ALBUQUERQUE, NM 87158-1275
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)3/7/2025  M  2,422 A$0 41,577 D  
Common Stock (2)3/7/2025  F  1,096 D$47.78 40,481 D  
Common Stock (1)3/7/2025  M  1,701 A$0 42,182 D  
Common Stock (2)3/7/2025  F  770 D$47.78 41,412 D  
Common Stock (1)3/7/2025  M  795 A$0 42,207 D  
Common Stock (2)3/7/2025  F  360 D$47.78 41,847 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Rights  (3)3/7/2025  M     2,422   (4) (4)Common Stock 2,422 $0 31,743 D  
Restricted Stock Rights  (3)3/7/2025  M     1,701   (4) (4)Common Stock 1,701 $0 30,042 D  
Restricted Stock Rights  (3)3/7/2025  M     795   (4) (4)Common Stock 795 $0 29,247 D  

Explanation of Responses:
(1) Represents the portions of previous awards of restricted stock rights that vested effective as of March 7, 2025.
(2) Represents shares withheld by TXNM Energy, Inc. 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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TARRY JOSEPH DON
CORPORATE HEADQUARTERS MS1275
ALBUQUERQUE, NM 87158-1275
X
President and COO

Signatures
/s/ Angela L. Pino, POA for Joseph Don Tarry3/10/2025
**Signature of Reporting PersonDate


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