Bischoff Gerald R 4

What Happened
Gerald R. Bischoff, Vice President and Corporate Controller of TXNM Energy, had restricted stock rights vest on March 7, 2026. A total of 788 restricted stock rights converted into common shares (exercise/conversion at $0.00). To satisfy tax withholding obligations, the company withheld 400 shares at an effective value of $58.88 per share, totaling $23,552; the remaining 388 net shares were delivered to Bischoff.

Key Details

• Transaction date: March 7, 2026; Form 4 filed March 9, 2026 (appears timely).
• Vesting/conversion: 169 + 323 + 296 = 788 restricted stock rights converted (exercise/conversion code M, $0.00 price).
• Tax withholding: 86 + 164 + 150 = 400 shares withheld (code F) at $58.88/share = $23,552.
• Net shares delivered to insider: 788 − 400 = 388 shares.
• Footnotes: F1 = portion of prior restricted stock rights vested effective March 7, 2026; F2 = company’s modified share-withholding procedure to satisfy tax obligations (cash withheld + broker buys net shares); F3 = each restricted stock right = 1 share; F4 = awards vest in three equal annual installments.
• Ownership after transaction: not specified in the provided filing excerpt.

Context
This was a vesting/settlement of restricted stock rights (not a market buy or voluntary sale). The transaction effectively used a net-settlement/share-withholding method to cover tax withholding rather than an open-market sale by the insider. Such automated withholdings to satisfy taxes are routine and do not necessarily indicate a change in insider sentiment.