Exhibit 10.1
FIRST AMENDMENT
TO THE
TXNM ENERGY, INC.
2026 OFFICER ANNUAL INCENTIVE PLAN
TXNM Energy, Inc. (the “Company”) previously adopted the TXNM Energy, Inc. 2026 Officer Annual Incentive Plan (the “Plan”). By this instrument, the Company desires to amend the Plan as set forth below.
1.This First Amendment shall be effective as of August 1, 2026.
2.Table 3 (Award Levels Table) of Attachment A to the Plan is hereby amended and restated to read as attached as Exhibit 1 hereto.
3.This First 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 First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this First Amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized representative on this29thday of September, 2026.
TXNM RESOURCES, INC.
By: /s/ Brian G. Iverson
Brian G. Iverson
General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary
| 4909-5277-2813 |
Exhibit 1
Award Levels Table
(Table 3)
| Award Levels | Threshold | Target | Maximum | ||||||||
| Chief Executive Officer; Executive Chair | 57.5% | 115% | 230% | ||||||||
| General Counsel, SVP Regulatory and Public Policy; and SVP & CFO | 35% | 70% | 140% | ||||||||
| All other SVPs | 32.5% | 65% | 130% | ||||||||
| VP, TNMP | 27.5% | 55% | 110% | ||||||||
| VP, Human Resources (January 1, 2026– July 31, 2026); and VP and CIO | 25% | 50% | 100% | ||||||||
| All other VPs, including VP, Human Resources (August 1, 2026-December 31, 2026) | 22.5% | 45% | 90% |
| 4909-5277-2813 |
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