
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM			8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 331, 2026 (~~February~~March 2531, 2026)

Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

TXNM Energy, Inc.

(A New Mexico Corporation)

414 Silver Ave. SW

Albuquerque, New Mexico 87102-3289

Telephone Number - (505) 241-2700

Commission File No. - 001-32462

IRS Employer Identification No. - 85-0468296

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Trading Symbol(s)	Name of exchange on which registered
TXNM Energy, Inc.	Common Stock, no par value	TXNM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnTXNM ~~February 25~~Energy, ~~2026,~~Inc. ~~the Compensation and Human Capital Committee~~ (the “~~Compensation Committee~~Company”) oftoday ~~the~~notified ~~Board~~holders of ~~Directors~~its ~~(the~~5.75% ~~“Board”)~~Junior ofSubordinated ~~TXNM~~Convertible ~~Energy,~~Notes ~~Inc.~~due 2054 (the “~~Company~~Convertible Notes”) ~~approved~~that ~~certain~~the ~~compensatory~~Convertible ~~arrangements~~Notes inare ~~which~~convertible, at the ~~Company’s~~option ~~named~~of ~~executive~~the ~~officers~~holders ~~participate~~(the ~~and~~“Conversion ~~also~~Option”), ~~recommended~~over ~~that~~a ~~the~~period ~~full~~beginning ~~Board~~on ~~approve~~April ~~certain~~1, ~~other~~2026, ~~compensatory plans~~ and ~~arrangements~~ending inat ~~which~~ the ~~Company’s~~close ~~named~~of ~~executive~~business ~~officers~~on ~~participate.~~June ~~On February 26~~30, 2026, ~~the full Board~~ (or the ~~independent~~“Second ~~directors,~~Quarter in2026 ~~the~~Conversion ~~case~~Period”). The ofConvertible ~~certain~~Notes ~~actions~~are ~~relating~~convertible ~~specifically~~at toa ~~the~~conversion ~~Company’s~~rate ~~Executive~~of ~~Chair~~22.5382 ~~and~~shares ~~its~~of ~~President~~common ~~and~~stock ~~Chief~~per ~~Executive~~$1,000 ~~Officer)~~principal ~~approved~~amount ~~the~~of ~~Compensation~~Convertible ~~Committee’s~~Notes, ~~recommendations.~~which ~~The~~is ~~plans~~equivalent ~~and~~to ~~arrangements~~a ~~that~~conversion ~~were~~price ~~approved~~of atapproximately ~~such~~$44.37 ~~meetings~~per ~~are~~share ~~described~~of incommon ~~more detail below~~stock.

~~Approval~~Upon any conversion of the Convertible Notes during the Second Quarter 2026 ~~Officer~~Conversion ~~Annual~~Period, ~~Incentive~~the ~~Plan~~Company will (1) deliver (in book-entry form through DTC) an equal aggregate principal amount of a newly issued series of its 5.75% non-convertible junior subordinated notes due 2054 (the “5.75% Non-Convertible Junior Subordinated Notes”) with the same terms as the Convertible Notes (other than the conversion features and certain features in relation to redemption rights) as provided pursuant to an Indenture, dated as of June 10, 2024, between the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”), and (2) deliver shares of the Company’s common stock (together with cash, if applicable, in lieu of delivering any fractional share of the common stock) in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The amount of the Company’s conversion obligation, if any, in excess of the principal amount of any Convertible Notes being converted will be determined in accordance with the terms of the Indenture, dated as of June 10, 2024, between the Company and the Trustee, governing the Convertible Notes (the “Convertible Notes Indenture”), over an observation period consisting of the 60 consecutive trading day period beginning on, and including, the second trading day immediately succeeding the relevant conversion date. Holders electing to convert their Convertible Notes during the Second Quarter 2026 Conversion Period will not receive any cash consideration in connection with such a conversion (other than any cash paid in lieu of delivery of a fractional share of the common stock).

The ~~Compensation~~Convertible ~~Committee~~Notes ~~recommended~~became toconvertible during the ~~Board~~Second ~~and~~Quarter ~~the~~2026 ~~Board~~Conversion ~~approved~~Period because the ~~Company’s~~last ~~2026~~reported ~~Officer~~sale ~~Annual~~price ~~Incentive~~of ~~Plan~~shares (of the ~~“Annual~~Company’s ~~Incentive~~common ~~Plan”)~~stock, ~~which provides~~ for aat ~~one-year~~least ~~performance~~20 ~~period~~trading ~~that~~days ~~began~~during onthe ~~January~~period 1,of ~~2026~~30 ~~and~~consecutive ~~will~~trading ~~end~~days onending ~~December 31~~on, ~~2026.~~and ~~Pursuant to the Annual Incentive Plan~~including, the ~~Company’s~~last ~~named~~trading ~~executive~~day ~~officers~~of ~~are~~the ~~eligible~~calendar toquarter ~~receive~~ended ~~cash~~March ~~bonuses~~31, if2026, ~~the~~was ~~Company~~greater ~~achieves~~than ~~during~~or ~~2026~~equal ~~(i)~~to ~~certain~~130% ~~levels~~ of ~~Incentive~~the ~~Earnings~~conversion ~~Per~~price ~~Share~~in ~~(as~~effect ~~defined~~on ~~below)~~each ~~and~~applicable ~~(ii)~~trading ~~specified goals~~day. Any ~~awards~~determination ~~must~~regarding bethe ~~approved~~convertibility byof the ~~Compensation~~Convertible ~~Committee~~Notes ~~(and~~during ~~the~~future ~~independent~~periods ~~directors~~will ofbe ~~the~~made ~~Board,~~ in accordance with the ~~case~~terms of ~~any award payable to~~ the ~~Company’s~~Convertible ~~Executive~~Notes ~~Chair or its President and Chief Executive Officer) and if earned will be paid on or before March 15, 2027~~Indenture.

~~Additional~~The ~~terms~~Company ofhas issued a notice to holders with respect to the ~~Annual~~Conversion ~~Incentive~~Option ~~Plan~~specifying ~~are~~the applicable terms, conditions and procedures. The notice will be available through The Depository Trust Company, by requesting a copy from Computershare Trust Company, N.A., which is serving as ~~follows:~~the conversion agent, or on the Company’s website (www.txnmenergy.com) under the heading “Investors.”

~~•To~~None ~~ensure~~of ~~that~~the ~~any~~Company, ~~awards~~its ~~payable~~Board ~~under~~of ~~the~~Directors ~~Annual~~or ~~Incentive~~its ~~Plan~~employees ~~can~~has bemade ~~funded~~or byis ~~the~~making ~~Company’s~~any ~~earnings,~~representation noor ~~awards~~recommendation ~~will~~to beany ~~made~~holder ~~unless~~as ~~the~~to ~~Company~~whether ~~achieves~~to aexercise ~~threshold~~or ~~Incentive~~refrain ~~Earnings~~from ~~Per~~exercising ~~Share~~the ~~target~~Conversion Option.

~~•“Incentive~~With ~~Earnings~~respect ~~Per~~to ~~Share”~~any ~~equals~~conversion during the Second Quarter 2026 Conversion Period, although the Company’s ~~diluted~~will ~~earnings~~deliver ~~per~~shares of its common stock (together with cash, if applicable, in lieu of delivering any fractional share ~~for~~of ~~the~~common ~~fiscal~~stock), ~~year~~in ~~ending~~respect ~~December~~of 31the remainder, ~~2026~~if any, asof ~~reported~~its conversion obligation in excess of the aggregate principal amount of Convertible Notes being converted, holders of the Convertible Notes will not be entitled to receive cash or shares of our common stock in respect of the Company’s ~~Annual~~conversion ~~Report~~obligation onup ~~Form~~to 10the aggregate principal amount of Convertible Notes being converted. Instead of cash or shares of the Company’s common stock, the Company will deliver, in respect of its conversion obligation up to the aggregate principal amount of Convertible Notes being converted, an equal aggregate principal amount of the 5.75% Non-KConvertible Junior Subordinated Notes, ~~adjusted~~which will mature on June 1, 2054. Consequently, holders of the Convertible Notes that elect to ~~exclude~~convert ~~certain~~their ~~items~~Convertible Notes during the Second Quarter 2026 Conversion Period will receive securities that doare ~~not~~less ~~factor~~liquid than the consideration a holder would receive if it held a convertible security that converted into ~~ongoing~~cash ~~earnings~~or shares of common stock in respect of the conversion obligation up to the aggregate principal amount of Convertible Notes being converted.

~~•Awards~~In ~~are~~addition, ~~payable~~the atinterest ~~threshold~~rate, ~~target~~interest deferral rights and ~~maximum~~other ~~levels~~terms ~~based~~of ~~upon~~the a5.75% ~~percentage~~Non-Convertible ofJunior Subordinated Notes may not be as favorable as the ~~named~~terms ~~executive~~of ~~officers’~~similar ~~respective~~securities ~~base~~issued ~~salaries~~at the time. For example, on December 10, 2025, the Company’s ~~Executive~~issued ~~Chair~~its ~~and~~7.000% ~~for~~Fixed-to-Fixed ~~its~~Reset ~~President~~Rate ~~and~~Junior ~~Chief~~Subordinated ~~Executive~~Notes ~~Officer~~due 2056, ~~award~~which ~~opportunities~~bear ~~under~~interest ~~the~~initially ~~Annual~~at ~~Incentive~~a ~~Plan~~rate ~~range~~of ~~from 57~~7.5000% toper ~~230%~~annum. ~~Award~~As ~~opportunities~~a ~~range~~result, ~~from~~even ~~35%~~if toa ~~140%~~liquid trading market exists for ~~the~~5.75% ~~Company’s~~Non-Convertible ~~General~~Junior ~~Counsel~~Subordinated Notes, ~~Senior~~the ~~Vice~~5.75% ~~President,~~Non-Convertible ~~Regulatory~~Junior ~~and~~Subordinated ~~Public~~Notes ~~Policy~~would ~~and~~be ~~for~~expected ~~the~~to ~~Company’s~~trade ~~Senior~~at ~~Vice~~prices ~~President~~below ~~and~~the ~~Chief~~$1,000 ~~Financial~~aggregate ~~Officer.~~principal ~~Actual~~amount ~~awards~~of ~~under~~each ~~the~~5.75% ~~Annual~~Non-Convertible ~~Incentive~~Junior ~~Plan~~Subordinated ~~(if~~Note. ~~any)~~Further, ~~will~~there ~~generally~~can be ~~determined~~no asassurance ~~follows:~~that a liquid

~~◦The~~trading ~~overall~~market ~~award pool~~ will beexist ~~determined~~for ~~based on~~ the ~~Company’s actual Incentive Earnings Per Share during 2026~~5.75% AsNon-Convertible ~~noted~~Junior ~~above~~Subordinated Notes, particularly if ~~the~~holders ~~Company~~convert ~~does~~their ~~not~~Convertible ~~achieve~~Notes at ~~least~~ a ~~threshold~~time ~~level~~when offew ~~Incentive~~Convertible ~~Earnings~~Notes ~~Per~~have ~~Share~~been asor ~~specified~~are in the Annual Incentive Plan, no awards will be paid to the named executive officers regardless of the Company’s achievement levels with respect to the other goals specified pursuant to the Annual Incentive Plan. This award pool (if any) will be allocated to individual named executive officers in accordance with the provisions of the Annual Incentive Plan (each named executive officer’s allocated amount of the award pool being ~~his or her “Allocated Pool Amount”)~~converted.

~~◦The~~As ~~Compensation~~previously ~~Committee~~disclosed, on May 18, 2025, the Company, Troy ParentCo, LLC (the “Parent”), and Troy Merger Sub Inc. (the ~~independent~~“Merger ~~directors~~Sub”), entered into an Agreement and Plan of Merger (the ~~Board~~“Merger Agreement”), inpursuant to which Merger Sub will merge with and into the ~~case~~Company, with the Company surviving the Merger as a direct wholly-owned subsidiary of ~~any~~Parent ~~award~~(the ~~payable~~“Merger”). Parent and Merger Sub are affiliates of Blackstone Infrastructure Partners L.P. Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of the Company (other than (i) the issued shares of the Company’s ~~Executive~~common ~~Chair~~stock that are owned by the Company, Parent, Merger Sub, or ~~its~~any ~~President~~other ~~and~~wholly-owned ~~Chief~~subsidiaries ~~Executive~~of ~~Officer)~~Parent or the Company, in each case, not held on behalf of third parties, which will ~~determine~~be ~~individual~~automatically ~~awards~~cancelled ~~(if~~at ~~any)~~the time the Merger is consummated and (~~each~~ii) ~~named~~shares ~~executive~~of ~~officer~~the Company’s ~~individual~~common ~~award~~stock ~~being~~outstanding ~~his~~immediately orprior ~~her~~to ~~“Individual~~the ~~Award~~time ~~Amount”)~~the ~~based~~Merger onis ~~achievement~~consummated ~~levels~~and ~~with~~held ~~respect~~by a holder who has not voted in favor of, or consented in writing to, the ~~corporate~~Merger ~~goals~~who ~~specified~~is entitled to, and who has demanded, payment for fair value of such shares in accordance with applicable New Mexico law) will, at the ~~Annual~~effective ~~Incentive~~time ~~Plan~~of the Merger, be converted into the right to receive $61.25 in cash, without interest.

~~◦Each~~If ~~named~~consummated, ~~executive~~the ~~officer~~Merger will ~~receive~~constitute a “make-whole fundamental change” with respect to the ~~lesser~~Convertible Notes, and holders will be entitled to surrender their Convertible Notes for conversion at any time from or after the effective date of ~~his~~the Merger until 35 trading days after the effective date of the Merger (or, ~~her~~if the Company gives notice after the effective date of the Merger, until 35 trading days after the date the Company gives notice). In such a case, (i) ~~Allocated~~the ~~Pool~~consideration ~~Amount~~due orupon conversion of each $1,000 principal amount of Convertible Notes will be solely cash in an amount equal to the conversion rate in effect on the conversion date (subject to potential increase as provided in the Convertible Notes Indenture), multiplied by the price paid per share of common stock in the Merger and (ii) ~~Individual~~and ~~Award~~the ~~Amount~~Company will satisfy its conversion obligation by paying cash to converting holders on the second business day immediately following the conversion date.

~~◦The~~Consummation ~~Annual~~of ~~Incentive~~the ~~Plan~~Merger ~~provides~~is ~~for~~subject to the ~~payment~~satisfaction or waiver of ~~partial~~certain orcustomary ~~pro~~conditions, ~~rata~~including, ~~awards~~without inlimitation, ~~certain~~the ~~events~~absence ~~involving~~of any material adverse effect on the ~~hiring~~Company, ~~departure,~~no ~~promotion~~legal prohibition on the consummation of the Merger, ~~demotion~~and orthe ~~transfer~~receipt of ~~officers~~certain ~~eligible~~required toregulatory ~~participate~~approvals in(including the ~~Annual~~Public ~~Incentive~~Utility ~~Plan.~~Commission Inof Texas, the ~~event~~New ~~that~~Mexico Public Regulation Commission, the ~~plan~~Federal isEnergy ~~modified~~Regulatory ~~(to~~Commission, ~~reduce~~the ~~awards~~Nuclear Regulatory Commission and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976). ~~following~~There acan ~~change~~be inno ~~control~~assurance ~~with~~the ~~respect~~Merger towill be consummated or that the ~~Company,~~make-whole afundamental ~~minimum~~change ~~award~~conversion isright ~~provided~~described in ~~certain~~the ~~instances~~paragraph above will be available in the future.

~~Approval~~This ofCurrent ~~2026~~Report ~~Long~~on Form 8-~~Term~~K ~~Incentive~~is ~~Plan~~ not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

On February 25, 2026, the Compensation Committee recommended to the Board, and on February 26, 2026 the Board (or the independent directors, in the case of certain actions relating specifically to the Company’s Executive Chair and its President and Chief Executive Officer) approved, the Company’s 2026 LongForward-~~Term~~Looking Incentive Plan (the “2026 LTIP”), which provides for a three-year performance period that began on January 1, 2026 and will end on December 31, 2028 (the “LTIP Performance Period”). Pursuant to the 2026 LTIP, the Company’s named executive officers are eligible to receive performance share awards and time-vested restricted stock rights awards under the Company’s 2023 Performance Equity Plan. The Compensation Committee recommends and the full Board (and the independent directors of the Board, in the case of any award payable to the Company’s Executive Chair or its President and Chief Executive Officer) approves any awards under the 2026 LTIP. Statements

Statements made in this Current Report on Form 8-K for the Company that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. The ~~total~~Company ~~award~~does ~~opportunities~~not ~~available~~assume any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, the ~~named~~Company ~~executive~~cautions ~~officers~~readers ~~under~~not to place undue reliance on these statements. The Company’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the ~~2026~~forward-looking ~~LTIP~~statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the Company’s Form 10-K and Form 10-Q filings and the information filed on the Company’s Forms 8-K with the SEC, which factors are ~~allocated~~specifically incorporated by reference herein. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as ~~follows:~~of the date hereof.

•70% are allocated to performance share awards, which will be granted based on the Company’s level of attainment of an Earnings Growth Goal and a funds from operations (“FFO”)/Debt Ratio Goal over the LTIP Performance Period; and

•30% are allocated to time-vested restricted stock rights awards, which are granted depending on the named executive officer’s position, and base salary. The time-vested restricted stock rights awards will be granted upon the expiration of the Company’s trading blackout period currently in effect, and will vest as follows: (i) 33% on March 7, 2027; (ii) 34% on March 7, 2028; and (iii) 33% on March 7, 2029.

Each named executive officer’s performance share award opportunity (at threshold, target and maximum levels) is based on his or her base salary in effect on January 1, 2026. For the Company’s Executive Chair, the award opportunities for the performance share awards component of the 2026 LTIP range from 75.25% to 301%. For the Company’s President and Chief Executive Officer, the award opportunities for the performance share awards component of the 2026 LTIP range from 122.5% to 490%. Award opportunities for the performance share awards component of the 2026 LTIP range from 47.25% to 189% for the Company’s General Counsel, Senior Vice President Regulatory and Public Policy and from 42% to 168% for the Company’s Senior Vice President and Chief Financial Officer.

Award opportunities for the time-vested restricted stock rights component of the 2026 LTIP are 64.5% of base salary for the Company’s Executive Chair, 105% of base salary for the Company’s President and Chief Executive Officer, 40.5% of base salary for the Company’s General Counsel, Senior Vice President Regulatory and Public Policy, and 36% of base salary for the Company’s Senior Vice President and Chief Financial Officer. In addition to the factors described above, the number of restricted stock rights actually granted to the named executive officers will depend on their base salaries on the grant date and the per share price of the Company’s common stock on the grant date.

The 2026 LTIP provides for the payment of partial or pro rata performance share awards, and vesting of time-vested restricted stock rights, in certain events involving the hiring, departure, promotion, demotion or transfer of officers eligible to participate in the 2026 LTIP.

As noted above, the Company’s level of attainment (threshold, target or maximum) of each of the Earnings Growth Goal and the FFO/Debt Ratio Goal over the LTIP Performance Period will determine each named executive officer’s actual performance share award. The Earnings Growth and the FFO/Debt Ratio Goals are defined and calculated in accordance with the 2026 LTIP and are substantially similar to their corresponding goals under the prior long-term incentive plan awards.

Note Regarding Non-GAAP Financial Measures

Certain performance measures described above (including Incentive Earnings Per Share under the Annual Incentive Plan and FFO/Debt Ratio and Earnings Growth under the 2026 LTIP) are not financial measures determined under U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures have been established solely for purposes of measuring performance under the applicable plan or arrangement. Such measures (and any corresponding targets) have no effect on, and are not necessarily identical to, any earnings guidance that may be announced by the Company. Consistent with the rules and regulations promulgated by the Securities and Exchange Commission and the Company’s past practice, the Company’s definitive proxy statements for future Annual Meetings of Stockholders will include detailed information about how such performance measures are calculated, as well as any required reconciliation(s) to corresponding GAAP financial measure(s).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			TXNM ENERGY, INC.
			(Registrant)
Date: February 27, 2026			/s/ Gerald R. Bischoff
Date: March 31, 2026			/s/ Gerald R. Bischoff
			Gerald R. Bischoff
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

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