TXNM Energy, Inc. (the Company) has entered into a Distribution Agreement with BofA Securities, Inc., MUFG Securities Americas Inc., and Scotia Capital (USA) Inc. (Sales Agents) and Bank of America, N.A., MUFG Securities EMEA plc, and The Bank of Nova Scotia (Forward Purchasers). The agreement allows the Company to sell, from time to time, up to an aggregate sales price of $125 million of its common stock. Sales may occur through 'at the market offerings' on the New York Stock Exchange or through privately negotiated transactions. The Company may also enter into forward stock purchase transactions where Forward Purchasers borrow and sell shares to hedge, with the Company expecting to receive proceeds upon future physical settlement. The Company will not receive proceeds from the initial sale of borrowed shares by a Forward Seller. If a forward agreement is cash or net share settled, the Company may not receive proceeds or may owe cash or shares to the Forward Purchasers, introducing financial risk. Sales will depend on market conditions, trading price, capital needs, and funding determinations. The Company will pay Sales Agents a commission rate of up to 2% of the gross sales price for shares sold through them. The agreement is made under the Company's Registration Statement on Form S-3ASR, which became effective on February 28, 2025, supplemented by a prospectus dated March 3, 2026.