Bischoff Gerald R 4
4 · TXNM ENERGY INC · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
TXNM Energy VP Gerald Bischoff Exercises Awards and Sells Shares
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.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-03-07+169→ 1,560 total - Tax Payment
Common Stock
[F2]2026-03-07$58.88/sh−86$5,064→ 1,474 total - Exercise/Conversion
Common Stock
[F1]2026-03-07+323→ 1,797 total - Tax Payment
Common Stock
[F2]2026-03-07$58.88/sh−164$9,656→ 1,633 total - Exercise/Conversion
Common Stock
[F1]2026-03-07+296→ 1,929 total - Tax Payment
Common Stock
[F2]2026-03-07$58.88/sh−150$8,832→ 1,779 total - Exercise/Conversion
Restricted Stock Rights
[F3][F4]2026-03-07−169→ 2,384 total→ Common Stock (169 underlying) - Exercise/Conversion
Restricted Stock Rights
[F3][F4]2026-03-07−323→ 2,061 total→ Common Stock (323 underlying) - Exercise/Conversion
Restricted Stock Rights
[F3][F4]2026-03-07−296→ 1,765 total→ Common Stock (296 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).