STOCK PURCHASE AGREEMENT by and between TXNM ENERGY, INC. and ZIMMER PARTNERS, LP ZP MASTER UTILITY FUND LTD. ZIMMER MASTER INFRASTRUCTURE FUND, LP ZP MASTER MIDCAP FUND, LTD. COMPASS OFFSHORE SAV II PCC LIMITED COMPASS SAV II L.L.C. Dated as of June...

Execution Version

Exhibit 10.1

STOCK PURCHASE AGREEMENT

by and between

TXNM ENERGY, INC.

and

▇▇▇▇▇▇ PARTNERS, LP

ZP MASTER UTILITY FUND LTD.

▇▇▇▇▇▇ MASTER INFRASTRUCTURE FUND, LP

ZP MASTER MIDCAP FUND, LTD.

COMPASS OFFSHORE SAV II PCC LIMITED

COMPASS SAV II L.L.C.

Dated as of June 24, 2025

TABLE OF CONTENTS


ARTICLE I. DEFINITIONS		1
Section 1.1.	Definitions	1

ARTICLE II. PURCHASE AND SALE OF THE SECURITIES		3
Section 2.1.	Issuance and Sale of Securities	3
Section 2.2.	Registration Rights	3
Section 2.3.	Closing and Delivery	3
Section 2.4.	Restrictive Legend	4

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		4
Section 3.1.	Due Incorporation and Qualification	4
Section 3.2.	Capitalization	4
Section 3.3.	Shares	4
Section 3.4.	Company Disclosures	5
Section 3.5.	Listing and Maintenance Requirements	5
Section 3.6.	WKSI Status	5
Section 3.7.	Investment Company	5
Section 3.8.	Authority	5
Section 3.9.	No Conflicts	5
Section 3.10.	Approvals	5
Section 3.11.	Private Placement	6
Section 3.12.	No Other Representations of the ▇▇▇▇▇▇ Parties	6

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		6
Section 4.1.	Due Incorporation; Qualification.	6
Section 4.2.	Authority	6
Section 4.3.	No Conflicts	6
Section 4.4.	Approvals	7
Section 4.5.	Ownership of Company Stock	7
Section 4.6.	Purchase for Investment	7
Section 4.7.	No Other Representations of the Company	7
Section 4.8.	Further Acknowledgements	8

ARTICLE V. COVENANTS		8
Section 5.1.	Registration Rights	8
Section 5.2.	Listing of Shares	8
Section 5.3.	Voting	8
Section 5.4.	Acquisition Proposals	8
Section 5.5.	Publicity	8
Section 5.6.	WKSI Status	9
Section 5.7.	Expenses	9
Section 5.8.	Cooperation	9
Section 5.9.	Public Announcement	9
Section 5.10.	Taxes	9

ARTICLE VI. TRANSFER RESTRICTIONS		9
Section 6.1.	Lock-Up Period	9

ARTICLE VII. SPECIFIC PERFORMANCE		10


Section 7.1.	Specific Performance	10

ARTICLE VIII. GENERAL PROVISIONS		10
Section 8.1.	Notices	10
Section 8.2.	Entire Agreement	11
Section 8.3.	Severability	11
Section 8.4.	Interpretation	11
Section 8.5.	Counterparts; Effect	11
Section 8.6.	No Third-Party Beneficiaries	11
Section 8.7.	Governing Law	12
Section 8.8.	Venue	12
Section 8.9.	Waiver of Jury Trial and Certain Damages	12
Section 8.10.	Assignment	13

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of June 24, 2025 (this “Agreement”), is entered into by and between TXNM Energy, Inc., a New Mexico corporation (the “Company”), ▇▇▇▇▇▇ Partners, LP (“▇▇▇▇▇▇ Partners”) and each purchaser (each, a “Purchaser” and together with ▇▇▇▇▇▇ Partners, the “▇▇▇▇▇▇ Parties”) listed on Schedule I hereto.

RECITALS

WHEREAS, the Company wishes to sell an aggregate of 3,615,003 shares of its common stock, no par value (the “Company Common Stock” and the shares of Company Common Stock purchased hereunder, the “Shares”), to the Purchasers as set forth on Schedule I, and each Purchaser wishes to purchase the Shares as set forth on Schedule I.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Acquisition Proposal” has the meaning specified in the Merger Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person.

“Agreement” has the meaning specified in the Introduction.

“Bankruptcy and Equity Exception” has the meaning specified in the Merger Agreement.

“Blackout Notice” has the meaning specified in Section 2(b) of Exhibit A.

“Blackout Period” has the meaning specified in Section 2(b) of Exhibit A.

“Business Day” means any day other than a Saturday or Sunday or a day on which banks are required or authorized to close in the United States in New York, New York.

“Closing” has the meaning specified in Section 2.3(a).

“Closing Date” has the meaning specified in Section 2.3(a).

“Company” has the meaning specified in the Introduction.

“Company Change of Recommendation” has the meaning specified in the Merger Agreement.

“Company Common Stock” has the meaning specified in the Recitals.

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Act Documents” means (i) the Form 10-K, (ii) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 9, 2025, (iii) the Company’s Additional Definitive Proxy Soliciting Materials on Schedule 14A filed with the Commission on May 20, 2025 and (iv) the Company’s Current Reports on Form 8-K filed with the Commission on January 22, 2025, February 14, 2025, February 27, 2025, April 23, 2025, May 14, 2025, May 15, 2025, May 19, 2025 (as amended by the Form 8-K/A filed on May 22, 2025), May 27, 2025 and June 20, 2025 (in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable).

“Excluded Information” means additional information relating to the Company and the Merger that may be included in the Proxy Statement, including, without limitation, information regarding the background of the Merger, information regarding executive compensation matters relating to the Merger, and financial projections provided to the prospective purchaser in connection with the Merger.

“Excluded Securities” has the meaning specified in Section 4.5.

“Form 10-K” means the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 28, 2025.

“Governmental Entity” has the meaning specified in the Merger Agreement.

“Holder” has the meaning specified in Section 2 of Exhibit A.

“Law” has the meaning specified in the Merger Agreement.

“Lock-Up Period” has the meaning specified in Section 6.1.

“Losses” has the meaning specified in Section 5(a) of Exhibit A.

“Merger” has the meaning specified in the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of May 18, 2025 , by and among Parent, Merger Sub and the Company.

“Merger Sub” means ▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a Delaware corporation.

“Parent” means ▇▇▇▇ ParentCo LLC, a Delaware limited liability company.

“Per Share Price” has the meaning specified in Section 2.1.

“Person” means an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, unincorporated organization, other entity or group (as defined in Section 13(d)(3) of the Exchange Act).

“Proxy Statement” has the meaning specified in the Merger Agreement.

“Purchaser” has the meaning specified in the Introduction.

“Registrable Shares” means the Shares, and any Company Common Stock or other securities of the Company or any successor entity which may be issued or distributed in respect of the

Registrable Shares by way of stock dividend or stock split or other distribution, recapitalization, merger, conversion or reclassification.

“Registration Rights” has the meaning specified in Section 2.2.

“Representative” has the meaning specified in the Merger Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” has the meaning specified in the Recitals.

“Shelf Registration Statement” has the meaning specified in Section 2(a) of Exhibit A.

“subsidiary” or “subsidiaries” means, with respect to any Person (i) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which 50% or more of the total voting power of shares of stock or other equity interests of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person or a combination thereof and (ii) any partnership, joint venture or limited liability company of which (a) 50% or more of the capital accounts, distribution rights, total equity or voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise and (b) such Person or any subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Transfer” has the meaning specified in Section 6.1.

“▇▇▇▇▇▇ Parties” has the meaning specified in the Introduction.

“▇▇▇▇▇▇ Partners” has the meaning specified in the Introduction.

ARTICLE II.
PURCHASE AND SALE OF THE SECURITIES

Section 2.1. Issuance and Sale of Securities. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company agrees to issue, sell and deliver to each Purchaser, and each Purchaser agrees to purchase from the Company, for a purchase price of $55.325 per Share (the “Per Share Price”) the number of Shares indicated for such Purchaser by such Purchaser’s name on Schedule I.

Section 2.2. Registration Rights. Each Purchaser shall have the rights to registration under the Securities Act of the Registrable Shares, on the terms and subject to the conditions set forth in Exhibit A (the “Registration Rights”).

Section 2.3. Closing and Delivery.

(a) The consummation of the purchase and sale of the Shares hereunder (the “Closing”) shall take place (i) upon three (3) Business Day following the date on which the New York

Stock Exchange has authorized the listing of the Shares, and (ii) at the offices of ▇▇▇▇▇▇▇▇ Pepper ▇▇▇▇▇ LLP, or such other date, time and place as the Company and the Purchasers shall mutually agree in writing (the date of the Closing being the “Closing Date”).

(b) At the Closing, the Company shall deliver to each Purchaser evidence reasonably satisfactory to such Purchaser that the Company has made appropriate book entry notation reflecting the issuance of the Shares, representing the number of Shares which such Purchaser is purchasing from the Company, against delivery to the Company of a wire transfer of immediately available funds in US dollars to the order of the Company in the aggregate amount equal to the Per Share Price times the number of Shares to be purchased by such Purchaser in accordance with Section 2.1, and the Company shall register such Purchaser as the holder of such Shares in the register of holders of the Company Common Stock.

Section 2.4. Restrictive Legend. The Shares shall bear an appropriate notation of the following legend until such time as (i) such Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) the Lock-Up Period has expired and such Shares are eligible for resale in reliance on Rule 144 under the Securities Act without restriction or limitation (including such restrictions or limitations under paragraph (c), (d), (e), (f), (g) and (h) of Rule 144), or (iii) the Lock-Up Period has expired and the applicable Purchaser or any transferee thereof delivers an opinion of counsel reasonably acceptable to the Company to the effect that such legend is no longer required under the Securities Act:

THESE SECURITIES WERE SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE SECURITIES ARE SUBJECT TO THE PROVISIONS OF THE STOCK PURCHASE AGREEMENT, DATED AS OF JUNE 24, 2025, BY AND BETWEEN THE COMPANY AND THE PURCHASER NAMED THEREIN AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Purchaser that:

Section 3.1. Due Incorporation and Qualification. Each of the Company and the Company’s significant subsidiaries (within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act) has been duly incorporated or organized, is validly existing as a corporation or other business entity in good standing under the Laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own, lease and operate its properties and assets, and conduct its business, as described in the Exchange Act Documents.

Section 3.2. Capitalization. The Company has an authorized capitalization as set forth in the Form 10-K.

Section 3.3. Shares. The Shares to be issued and sold by the Company pursuant to this Agreement have been duly and validly authorized; such Shares, when issued and delivered in accordance with the terms of this Agreement will be validly issued, fully paid, non-assessable, free and clear of all liens and encumbrances (other than the restrictions on transfer or other encumbrances provided for in this Agreement) and will conform in all material respects to the description of the Company Common Stock

in Exhibit 4.1 to the Form 10-K. Shareholders of the Company have no preemptive rights with respect to the issuance of the Shares.

Section 3.4. Company Disclosures. The Exchange Act Documents, taken together as a whole, do not as of the date hereof contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood and agreed by the Purchaser that the omission of any Excluded Information shall not be deemed to be an omission of information for purposes of this representation).

Section 3.5. Listing and Maintenance Requirements. The Company Common Stock has been registered pursuant to Section 12(b) of the Exchange Act, and the Company has not taken any action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Company Common Stock under the Exchange Act (other than as a result of the consummation of the transactions contemplated by the Merger Agreement) nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the New York Stock Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the New York Stock Exchange.

Section 3.6. WKSI Status. The Company is a “well-known seasoned issuer” and is not an “ineligible issuer” (as such terms are defined in Rule 405 under the Securities Act).

Section 3.7. Investment Company. The Company is not, and after giving effect to the offer and sale of the Shares and the application of the proceeds thereof, will not be, an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended.

Section 3.8. Authority. The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery hereof by the Purchaser, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 3.9. No Conflicts. The execution, delivery and performance of this Agreement by the Company, the issue, sale and delivery of the Shares pursuant to this Agreement, and the consummation of the transactions contemplated hereby, does not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or result in the loss of a benefit under, or give rise to any right of payment (other than payment of the Per Share Price on each Share pursuant to the terms, and subject to the conditions of, this Agreement), reimbursement, termination, revocation, cancellation, amendment, creation, modification or acceleration of, or impose any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries, or any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in any breach or violation of the provisions of the charter, by-laws or other organizational documents of the Company or any of its subsidiaries; or (iii) result in any violation of any Law, except, in the case of clauses (i) and (iii), any such conflict, breach or violation which, if it did exist, has not had and would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Section 3.10. Approvals. Assuming the accuracy of Purchasers’ representations and warranties in ARTICLE IV, no clearances, expirations or terminations of waiting periods, non-actions,

waivers, qualifications, consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties is required (with or without notice or lapse of time, or both) to be obtained by the Company for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except those that the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Section 3.11. Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 4.6 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers under this Agreement.

Section 3.12. No Other Representations of the ▇▇▇▇▇▇ Parties. Except for the representations and warranties contained in ARTICLE IV, the Company acknowledges that neither ▇▇▇▇▇▇ Partners, the Purchasers nor any other Person on behalf of the Purchasers makes, or has made, any other express or implied representation or warranty with respect to the Purchasers or their subsidiaries and businesses or with respect to the transactions contemplated by this Agreement or with respect to any other information provided to the Company. The Company hereby disclaims, and specifically acknowledges and agrees to the disclaimer of, any such other representations or warranties, whether made by ▇▇▇▇▇▇ Partners, the Purchasers or any of their Affiliates, or any of their respective shareholders, officers, directors, employees, agents or representatives, and of all liability and responsibility for any such other representation, warranty, projection, forecast, statement, or information made, communicated or furnished (orally or in writing) to the Company or its Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to any of them).

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The ▇▇▇▇▇▇ Parties severally (and not jointly) hereby represent and warrant to the Company as follows:

Section 4.1. Due Incorporation; Qualification. Each ▇▇▇▇▇▇ Party has been duly incorporated or organized, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction in which it is chartered or organized.

Section 4.2. Authority. Each ▇▇▇▇▇▇ Party has all the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by each ▇▇▇▇▇▇ Party. Assuming the due authorization, execution and delivery hereof by the Company, this Agreement constitutes a legal, valid and binding obligation of each ▇▇▇▇▇▇ Party enforceable against each ▇▇▇▇▇▇ Party in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 4.3. No Conflicts. The execution, delivery and performance of this Agreement by each ▇▇▇▇▇▇ Party, and the consummation of the transactions contemplated hereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of any ▇▇▇▇▇▇ Party, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which any ▇▇▇▇▇▇ Party is a party or by which any ▇▇▇▇▇▇ Party is bound or to which any of the property or assets of any ▇▇▇▇▇▇ Party is subject; (ii) result in any violation of the provisions of the charter, by-laws or other organizational documents of any ▇▇▇▇▇▇ Party; or (iii) result in any violation of any Law having jurisdiction over any ▇▇▇▇▇▇ Party or any of its properties, except, in the case of clauses (i) and (iii), any

such conflict, breach or violation which, if it did exist, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Section 4.4. Approvals. No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over any ▇▇▇▇▇▇ Party or any of its properties is required to be obtained by any ▇▇▇▇▇▇ Party for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except those that the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Section 4.5. Ownership of Company Stock. Each Purchaser directly beneficially owns (as defined in Rule 13d-3 under the Exchange Act) the shares of capital stock of the Company set forth opposite such Purchaser’s name on Schedule II hereto, and ▇▇▇▇▇▇ Partners indirectly beneficially owns all such shares of capital stock of the Company. Except as set forth on Schedule II hereto, as of the date hereof, none of the ▇▇▇▇▇▇ Parties beneficially owns (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares of capital stock of the Company or contracts, options or other rights to acquire capital stock of the Company; provided, however, that funds that were not sponsored by ▇▇▇▇▇▇ Partners or its affiliates but are advisory clients of ▇▇▇▇▇▇ Partners may own capital stock of the Company or contracts, options or other rights to acquire capital stock of the Company that is not disclosed on Schedule II outside of such advisory relationship (such securities held outside of the advisory relationship, the “Excluded Securities”), and ▇▇▇▇▇▇ Partners makes no representation as to such Excluded Securities. None of such advisory clients is an Affiliate of ▇▇▇▇▇▇ Partners.

Section 4.6. Purchase for Investment. Each ▇▇▇▇▇▇ Party acknowledges that the Shares have not been registered under the Securities Act or under any state securities laws. Each Purchaser (including ▇▇▇▇▇▇ Partners acting on its behalf) (i) is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Shares to any Person, (ii) will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws and in accordance with the requirements of ARTICLE VI of this Agreement, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iv) is an institutional “accredited investor” (as that term is defined in Rule 501 promulgated under the Securities Act).

Section 4.7. No Other Representations of the Company. Except for the representations and warranties contained in ARTICLE III, each ▇▇▇▇▇▇ Party acknowledges that neither the Company nor any other Person on behalf of the Company makes, or has made, any other express or implied representation or warranty with respect to the Company or its subsidiaries and businesses or with respect to the transactions contemplated by this Agreement or with respect to any other information provided to the Purchaser. Each ▇▇▇▇▇▇ Party hereby disclaims, and specifically acknowledges and agrees to the disclaimer of, any such other representations or warranties, whether made by the Company or any of its Affiliates, or any of their respective shareholders, officers, directors, employees, agents or Representatives, and of all liability and responsibility for any such other representation, warranty, projection, forecast, statement, or information made, communicated or furnished (orally or in writing) to the ▇▇▇▇▇▇ Parties or their Affiliates or representatives (including any opinion, information, projection or advice that may have been or may be provided to any of them).

Section 4.8. Further Acknowledgements. Each ▇▇▇▇▇▇ Party further represents, warrants and acknowledges that: (a) each Purchaser is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (b) it has such knowledge and expertise in financial and business matter that it is capable of evaluating the risk and merits involved in an investment in the Shares, (c) it has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the Shares, the Company and the transactions contemplated hereby, (d) it has reviewed the Exchange Act Documents and has had an opportunity to ask questions of, and receive additional information from, the Company, with respect to its purchase of the Shares, (e) it acknowledges that (i) the Company will be filing the Proxy Statement that will include Excluded Information, (ii) the Company has not provided the purchaser with any of the Excluded Information and has made no representations with respect to such Excluded Information, and (iii) it has determined to proceed with the purchase of the Shares without the receipt of any Excluded Information, (f) it has determined that it has adequate information concerning the business and financial condition of the Company and any affiliates of the Company, and (g) except with respect to the express representations of the Company set forth in ARTICLE III of this Agreement, it has not relied upon the Company for any investigation into, assessment of, or evaluation with respect to the Shares, the Company and/or the transactions contemplated hereby.

ARTICLE V.
COVENANTS

Section 5.1. Registration Rights. The Company and each ▇▇▇▇▇▇ Party shall comply with the provisions contained in Exhibit A regarding the Registration Rights.

Section 5.2. Listing of Shares. The Company shall cause the Shares to be listed on the New York Stock Exchange prior to the Closing Date. The Company shall cooperate with the ▇▇▇▇▇▇ Parties and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the rules and policies of the New York Stock Exchange to enable the listing of the Shares with the New York Stock Exchange as promptly as practicable following the execution of this Agreement.

Section 5.3. Voting. Each ▇▇▇▇▇▇ Party agrees that prior to the termination of the Merger Agreement and as long as there has not been a Company Change of Recommendation, each Purchaser (or ▇▇▇▇▇▇ Partners on behalf of the Purchasers) shall vote the Shares beneficially owned by it (i) with respect to the Merger, as promptly as reasonably practicable after the Proxy Statement has been mailed, for the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger and (ii) for all other matters, as recommended by the board of directors of the Company, if the board of directors has made a recommendation with respect to such matter, so long as such Shares may be lawfully voted as so provided. For clarity, the Excluded Securities are not subject to the obligations in this Section 5.3.

Section 5.4. Acquisition Proposals. Prior to the consummation of the Merger, ▇▇▇▇▇▇ Partners shall not, on its behalf or on behalf of the Purchasers, make, initiate, solicit, participate in, support, encourage or facilitate any Acquisition Proposal.

Section 5.5. Publicity. Prior to the consummation of the Merger, ▇▇▇▇▇▇ Partners shall not, on its behalf or on behalf of the Purchasers, make any public comment regarding the Merger or the Company without the prior written consent of the Company (other than as required by applicable Law) and shall not engage in written or oral communications nor participate in any meetings or discussions with any intervenors in connection with any regulatory proceeding, or any regulatory authority or rating agencies with respect to the Company or the Merger.

Section 5.6. WKSI Status. The Company shall use its reasonable best efforts to maintain its status as a “well-known seasoned issuer,” and shall not become an “ineligible issuer” (as such terms are defined in Rule 405 under the Securities Act).

Section 5.7. Expenses. The Company and each ▇▇▇▇▇▇ Party each shall bear their own expenses and legal fees with respect to this Agreement and the transactions contemplated hereby.

Section 5.8. Cooperation. The Company and the ▇▇▇▇▇▇ Partners shall use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transaction contemplated by this Agreement as promptly as practicable. The Company and ▇▇▇▇▇▇ Partners, on its behalf and on behalf of the Purchasers, also will coordinate and cooperate with each other in providing such information and assistance as the other party may reasonably request in connection with any notice, registration, update, application or filing due to or required by a Governmental Entity under applicable Law.

Section 5.9. Public Announcement. The Company and ▇▇▇▇▇▇ Partners shall (1) consult with each other prior to issuing any press releases or otherwise making public announcements with respect to this Agreement or the transactions contemplated by this Agreement, (2) provide to each other for review a copy of any such press release or public statement, (3) not issue any such press release or public statement prior to providing each other with reasonable period of time to review and comment on such press release or public statement, and (4) not issue any such press release or public statement or make any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto without the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required, on the advice of counsel, by law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity; provided, however, that in each such case, the party required to make such disclosure will, to the extent practicable and not prohibited by applicable law, promptly inform the other parties in writing in advance of such required disclosure and provide such other parties with a copy of the proposed disclosure and consult with such other parties and consider such other parties’ comments in good faith prior to making such disclosure.

Section 5.10. Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any Shares to the Purchasers made under this Agreement.

ARTICLE VI.
TRANSFER RESTRICTIONS

Section 6.1. Lock-Up Period. From June 24, 2025 to, but excluding, August 15, 2025 (the “Lock-Up Period”), no Purchaser shall (i) sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares (each, a “Transfer”) or (ii) enter into any swap or other arrangement that transfers to another the economic consequences of ownership of the Shares. During the Lock-Up Period, the Company will not sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any capital stock, voting securities or securities convertible into, exercisable for, or exchangeable for, any capital stock or voting securities of the Company other than (i) the issuance of the Shares to the Purchasers pursuant to this Agreement, or (ii) the issuance and/or sale of Company Common Stock pursuant to the terms of any employee stock option

plan, stock ownership plan, dividend reinvestment plan, long-term incentive plan, or any other similar plan of the Company in effect as of the date hereof, or the issuance of Company Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding as of the date hereto.

ARTICLE VII.
SPECIFIC PERFORMANCE

Section 7.1. Specific Performance.

(a) The parties to this Agreement agree that irreparable damage for which monetary damages, even if available, may not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties to this Agreement acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including the issuance, sale and delivery to each Purchaser, and each Purchaser’s purchase from the Company, of the Shares as set forth on Schedule I, and payment by such Purchaser to the Company of the Per Share Price for each Share purchased by such Purchaser), without any requirement for obtaining, furnishing or posting any bond or other security, this being in addition to any other remedy to which they are entitled at law or in equity. The parties to this Agreement hereby further acknowledge and agree that prior to the Closing, the Company shall be entitled to seek specific performance to enforce specifically the terms and provisions of, and to prevent or cure breaches of the terms of this Agreement by the Purchasers and to cause the Purchasers to consummate the transactions contemplated hereby, including its obligations pursuant to Section 5.3, Section 5.4, and Section 5.5 and ARTICLE VI and its obligation to effect the Closing in accordance with ARTICLE II, on the terms and subject to the conditions in this Agreement.

(b) Each of the parties hereto agrees that it will not raise any objections to the availability of the equitable remedy of specific performance or other equitable relief as provided herein, including objections on the basis that (i) a party has an adequate remedy at law or equity or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. The remedies available to the Company pursuant to this Section 7.1 shall be in addition to any other remedy to which it is entitled at law or in equity.

ARTICLE VIII.
GENERAL PROVISIONS

Section 8.1. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice); provided, however, that delivery by e-mail shall be deemed to have been duly given upon receipt only if confirmed by e-mail or telephone:

(a) if to any ▇▇▇▇▇▇ Party:

c/o Zimmer Partners, LP

▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10019

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(b) if to the Company:

TXNM Energy, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇. SW

Albuquerque, NM 87102-3289
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

Senior Vice President, General Counsel & Secretary
Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

with an additional copy (which shall not constitute notice) to:

▇▇▇▇▇▇▇▇ Pepper ▇▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

15th Floor

Richmond, VA 23219

Attn: R. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.

▇▇▇▇▇▇ ▇. ▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Email:     ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
    ▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
    ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Section 8.2. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof.

Section 8.3. Severability. If any term or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement shall be interpreted as to effect the original intent of the parties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.4. Interpretation. When a reference is made in this Agreement to Sections, Schedules or Exhibits, such reference shall be to a Section, Schedule or Exhibit of this Agreement, respectively, unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” if they are not already followed by such words.

Section 8.5. Counterparts; Effect. This Agreement may be executed and delivered (including by facsimile transmission, “.pdf,” or other electronic transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 8.6. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each arty hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 8.7. Governing Law. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed in accordance with, the Laws of the State of Delaware (without giving effect to choice of law principles thereof or of any other jurisdiction that would mandate or permit the application of the Laws of any jurisdiction other than the State of Delaware).

Section 8.8. Venue. Each of the parties irrevocably (a) agrees that it shall bring any and all actions or proceedings in respect of any claim arising out of, related to, or in connection with, this Agreement or the transactions contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or, if such court shall not have or declines to accept jurisdiction over a particular matter, then any federal court within the State of Delaware, (b) submits with regard to any such action or proceeding, generally and unconditionally, to the personal jurisdiction of such courts and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts described above, and (d) consents to service being made through the notice procedures set forth in Section 8.1. The Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 8.1 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 8.8, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, ▇▇▇▇▇▇ or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 8.8 is solely for the purpose referred to in this Section 8.8 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

Section 8.9. Waiver of Jury Trial and Certain Damages. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PURCHASER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Section 8.10. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto (whether by operation of law or otherwise) without the prior written consent of the other party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by a duly authorized officers of each of the parties hereto as of the date first written above.

TXNM ENERGY, INC.

By: _/s/ ▇▇▇▇▇▇ ▇. Tarry______________

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President and Chief Operating Officer

▇▇▇▇▇▇ PARTNERS, LP