Public Service Company of New Mexico PFD 4.58% (PNMXO) 10-K 2024 FY Annual report

THIRD AMENDMENT

TO THE

TXNM ENERGY, INC.

2023 LONG-TERM INCENTIVE PLAN

PNM Resources, Inc. previously adopted the 2023 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan. The Plan has been amended on two prior occasions. Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”) and the Plan has been renamed to the TXNM Energy, Inc. 2023 Long-Term Incentive Plan. By this instrument, the Company desires to amend the Plan as set forth below.

1.This Third Amendment shall be effective as of December 3, 2024.

2.Attachment B to the Plan is hereby amended and restated to read as attached as Exhibit 1 hereto.

3.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2 hereto.

4.This Third Amendment amends only the provisions of the Plan as noted above, and those provisions not expressly amended shall be considered in full force and effect. Notwithstanding the foregoing, this Third Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Third Amendment.

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed by its duly authorized representative on this 18 day of December, 2024.

TXNM ENERGY, INC.

By:    /s/ Brian G. Iverson                

Brian G. Iverson

General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary

4915-2195-5331.3

Exhibit 1

ATTACHMENT B

Performance Share Award Opportunity Table

Officer Level	Threshold Award	Target Award	Maximum Award
CEO	Performance Shares = 101.5% of base salary	Performance Shares = 203% of base salary	Performance Shares = 406% of base salary
President and COO for the period beginning January 1, 2025	Performance Shares = 78.75% of base salary	Performance Shares = 157.5% of base salary	Performance Shares = 315% of base salary
President and COO from January 1, 2023 through December 31, 2024	Performance Shares = 57.75% of base salary	Performance Shares = 115.5% of base salary	Performance Shares = 231% of base salary
General Counsel, Senior Vice President Regulatory and Public Policy	Performance Shares = 47.25% of base salary	Performance Shares = 94.5% of base salary	Performance Shares = 189% of base salary
All other SVPs	Performance Shares = 29.75% of base salary	Performance Shares = 59.5% of base salary	Performance Shares = 119% of base salary
VP	Performance Shares = 19.25% of base salary	Performance Shares = 38.5% of base salary	Performance Shares = 77% of base salary

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Exhibit 2

ATTACHMENT C

Time-Vested Restricted Stock Rights Award Opportunity Table

Officer Level	Award
CEO	Restricted Stock Rights = 87% of base salary
President and COO	Restricted Stock Rights = 67.5% of base salary
General Counsel, Senior Vice President Regulatory and Public Policy	Restricted Stock Rights = 40.5% of base salary
All other SVPs	Restricted Stock Rights = 25.5% of base salary
VP	Restricted Stock Rights = 16.5% of base salary

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