Exhibit 10.3
SECOND AMENDMENT
TO THE
TXNM ENERGY, INC.
2025 LONG-TERM INCENTIVE PLAN
TXNM Energy, Inc. (the “Company”) previously adopted the TXNM Energy, Inc. 2025 Long-Term Incentive Plan (the “Plan”) pursuant to the TXNM Energy, Inc. 2023 Performance Equity Plan (the “PEP”). The Plan has been amended on one prior occasion. By this instrument, the Company desires to amend the Plan as set forth below.
1.This Second Amendment shall be effective as of August 1, 2026.
2.Attachment B to the Plan is hereby amended and restated to read as attached as Exhibit 1hereto.
3.This Second 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 Second Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Second Amendment.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed by its duly authorized representative on this 29thday of September, 2026.
TXNM ENERGY, INC.
By: /s/ Brian G. Iverson
Brian G. Iverson
General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary
| 4922-2830-3053 |
Exhibit 1
ATTACHMENT B
Performance Share Award Opportunity Table
| Officer Level | Threshold Award | Target Award | Maximum Award | ||||||||
| Executive Chair 1 | Performance Shares = 75.25% of base salary | Performance Shares = 150.5% of base salary | Performance Shares = 301% of base salary | ||||||||
| CEO | Performance Shares = 113.75% of base salary | Performance Shares = 227.5% of base salary | Performance Shares = 455% of base salary | ||||||||
| President and COO2 | Performance Shares = 78.75% of base salary | Performance Shares = 157.5% of base salary | Performance Shares = 315% 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 | ||||||||
| SVP and CFO; SVP, Finance | Performance Shares = 29.75% of base salary | Performance Shares = 59.5% of base salary | Performance Shares = 119% of base salary | ||||||||
| SVP, Corporate Services | Performance Shares = 28% of base salary | Performance Shares = 56% of base salary | Performance Shares = 112% of base salary | ||||||||
| VP, NM Operations; VP, Human Resources (January 1, 2025–July 31, 2026); VP and CIO; and VP, TNMP | Performance Shares = 26.25% of base salary | Performance Shares = 52.5% of base salary | Performance Shares = 105% of base salary | ||||||||
| All other VPs, including VP, Human Resources (beginning August 1, 2026) | Performance Shares = 22.75% of base salary | Performance Shares = 45.5% of base salary | Performance Shares = 91% of base salary |
1Pro-rated to reflect change in role effective July 1, 2025.
2For January 1, 2025 to June 30, 2025, prior to promotion to CEO and President.
2