Exhibit 10.4
FIFTH AMENDMENT
TO THE
TXNM ENERGY, INC.
2024 LONG-TERM INCENTIVE PLAN
PNM Resources, Inc. previously adopted the 2024 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the “PEP”). Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”). The PEP was subsequently renamed the TXNM Energy, Inc. 2023 Performance Equity Plan and the Plan has been renamed the TXNM Energy, Inc. 2024 Long-Term Incentive Plan. The Plan has been amended on four prior occasions. By this instrument, the Company desires to amend the Plan as set forth below.
1.This Fifth 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.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2hereto.
4.This Fifth 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 Fifth Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Fifth Amendment.
IN WITNESS WHEREOF, the Company has caused this Fifth 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
| 4903-6616-0845 |
Exhibit 1
ATTACHMENT B
Performance Share Award Opportunity Table
| Officer Level | Threshold Award | Target Award | Maximum Award | ||||||||
| Executive Chair (beginning July 1, 2025); CEO (January 1, 2024-June 30, 2025) | Performance Shares = 101.5% of base salary | Performance Shares = 203% of base salary | Performance Shares = 406% of base salary | ||||||||
| CEO and President (beginning July 1, 2025) | Performance Shares = 113.75% of base salary | Performance Shares = 227.5% of base salary | Performance Shares = 455% of base salary | ||||||||
| President and COO (January 1, 2025-June 30, 2025) | Performance Shares = 78.75% of base salary | Performance Shares = 157.5% of base salary | Performance Shares = 315% of base salary | ||||||||
| President and COO (January 1, 2024-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 | ||||||||
| 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, Investor and Community Relations; and VP, Human Resources (beginning August 1, 2026)1 | Performance Shares = 22.75% of base salary | Performance Shares = 45.5% of base salary | Performance Shares = 91% of base salary | ||||||||
| All other VPs, including VP, Human Resources (January 1, 2024-July 31, 2026) | Performance Shares = 19.25% of base salary | Performance Shares = 38.5% of base salary | Performance Shares = 77% of base salary |
1Reflects officer’s title as of April 27, 2024.
2
Exhibit 2
ATTACHMENT C
Time-Vested Restricted Stock Rights Award Opportunity Table
| Officer Level | Award | ||||
| Executive Chair | Restricted Stock Rights = 87% of base salary | ||||
| CEO and President | Restricted Stock Rights = 97.5% 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 | ||||
| SVP Corporate Services | Restricted Stock Rights = 24% of base salary | ||||
| VP, NM Operations; VP, Investor and Community Relations; and VP, Human Resources (beginning August 1, 2026)2 | Restricted Stock Rights = 19.5% of base salary | ||||
| All other VPs, including VP, Human Resources (January 1, 2024-July 31, 2026) | Restricted Stock Rights = 16.5% of base salary |
2Reflects officer’s title as of April 27, 2024.
3