TARRY JOSEPH DON 4

4 · TXNM ENERGY INC · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 9, 2026

TXNM Energy CEO Joseph Don Tarry: RSUs Vest; Shares Sold for Taxes

What Happened

Joseph Don Tarry, President, CEO and Director of TXNM Energy (TXNM), had previously granted restricted stock rights (RSUs) vest effective March 7, 2026. A total of 7, and/or grouped, 7,248 underlying shares were settled through conversion of those RSU awards (entries show conversions of 1,700; 2,424; and 3,124 shares).
To satisfy tax withholding on the settlement, the company withheld/sold 770, 1,097 and 1,414 shares (3,281 shares total) at $58.88 per share, generating proceeds of $45,338; $64,591; and $83,256 respectively — about $193,185 in total. The derivative conversions are reported at $0 exercise price because these were RSU settlements, not option purchases.

Key Details

Transaction date: March 7, 2026; Form 4 filed March 9, 2026 (filed within the typical 2-business-day window).
Conversions (derivative exercises): 1,700; 2,424; 3,124 RSU rights converted into shares (reported as "M" transactions at $0.00).
Tax withholding (share disposal): 770; 1,097; 1,414 shares withheld/sold (reported as "F" transactions) at $58.88/share, totaling ~$193,185.
Shares owned after transaction: not specified in the provided filing excerpt.
Relevant footnotes:
- F1/F3: These were previously awarded restricted stock rights; each right converts to one share.
- F2: The company uses a modified share-withholding approach — it withholds cash for taxes and directs a broker to buy shares on the open market; only the net shares are delivered to the recipient.
- F4: These RSUs vest in three equal annual installments (this vesting event was one installment).
No 10b5-1 plan or late-filing indication reported in the excerpt.

Context

This was a standard RSU vesting and tax-withholding settlement, not an open-market sale made to take a position. The reporting shows a cashless/net-share settlement to satisfy tax obligations rather than an independent discretionary stock sale by the insider.
For retail investors: purchases or direct buys by insiders are often viewed as stronger bullish signals than routine vesting events with withholding. This filing documents routine compensation settlement and tax withholding.

Form 4

Period: 2026-03-07

DirectorPresident and CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-07+1,700→ 55,956 total
Tax Payment
Common Stock
[F2]
2026-03-07$58.88/sh−770$45,338→ 55,186 total
Exercise/Conversion
Common Stock
[F1]
2026-03-07+2,424→ 57,610 total
Tax Payment
Common Stock
[F2]
2026-03-07$58.88/sh−1,097$64,591→ 56,513 total
Exercise/Conversion
Common Stock
[F1]
2026-03-07+3,124→ 59,637 total
Tax Payment
Common Stock
[F2]
2026-03-07$58.88/sh−1,414$83,256→ 58,223 total
Exercise/Conversion
Restricted Stock Rights
[F3][F4]
2026-03-07−1,700→ 31,507 total
→ Common Stock (1,700 underlying)
Exercise/Conversion
Restricted Stock Rights
[F3][F4]
2026-03-07−2,424→ 29,083 total
→ Common Stock (2,424 underlying)
Exercise/Conversion
Restricted Stock Rights
[F3][F4]
2026-03-07−3,124→ 25,959 total
→ Common Stock (3,124 underlying)

Footnotes (4)

[F1]Represents the portion of previous awards of restricted stock rights that vested effective as of March 7, 2026.
[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).

Signature

/s/ Angela L. Pino, POA for Joseph Don Tarry|2026-03-09

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