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 1 hereto.
3.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2 hereto.
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 29th day 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

1 Reflects officer’s title as of April 27, 2024.
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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

2 Reflects officer’s title as of April 27, 2024.
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