Texas Commission Approves TXNM Energy Acquisition by Blackstone Infrastructure

TXNM Energy (NYSE: TXNM) announced that the Public Utility Commission of Texas approved a unanimous settlement allowing Blackstone Infrastructure to acquire TXNM Energy's Texas utility, TNMP, finding the deal in the public interest.

Rhea-AI Summary

TXNM Energy (NYSE: TXNM) announced that the Public Utility Commission of Texas approved a unanimous settlement allowing Blackstone Infrastructure to acquire TXNM Energy's Texas utility, TNMP, finding the deal in the public interest.

Key terms include $45 million in rate credits to customers, governance and local oversight, dividend restrictions, financial protections and ring-fencing, workforce protections, and a commitment to fund the company’s 5-year capital expenditure plan. The transaction has FCC approval and the Hart-Scott-Rodino waiting period has expired; remaining approvals include FERC, NRC and New Mexico regulator review.

Positive

• PUCT approved unanimous settlement finding the acquisition in public interest
• $45 million in rate credits committed to customers
• Company committed to fund its 5-year capital expenditure plan
• Federal clearance: FCC approval and HSR waiting period expired
• TXNM shareholders overwhelmingly approved the merger in August 2025

Negative

• Remaining required approvals from FERC, NRC and New Mexico regulator
• Dividend restrictions could limit near-term shareholder distributions
• Ring-fencing and governance conditions may constrain operational flexibility

Argus Feb 6 session

-0.07% close to close Open Argus

Details

News Market Reaction – TXNM

In the Feb 6 session, TXNM declined 0.07%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement advances TXNM’s sale to Blackstone Infrastructure, with the Texas commission appro...

Analysis

This announcement advances TXNM’s sale to Blackstone Infrastructure, with the Texas commission approving a settlement that includes $45 million in customer rate credits, governance safeguards, and a commitment to fund the 5-year capital plan. It follows earlier acquisition milestones and leaves federal and New Mexico approvals outstanding. Investors may track progress at FERC, the Nuclear Regulatory Commission, and the NMPRC, along with any updates to closing timelines or regulatory conditions tied to the $61.25-per-share cash deal.

Key Figures

Customer rate credits: $45 million Capital plan horizon: 5-year Customers served: More than 800,000

Customer rate credits

$45 million

Rate credits to customers as part of Texas settlement terms

Capital plan horizon

5-year

Commitment to fund company’s 5-year capital expenditure plans

Customers served

More than 800,000

Homes and businesses served across Texas and New Mexico

Previous Acquisition Reports

3 past events · Latest: Dec 15

Same Type 3 events

1. Dec 15

   Texas settlement terms

   24h Move

   -0.3%

   Unanimous PUCT settlement supporting Blackstone acquisition with customer credits and protections.

2. Aug 28

   Shareholder approval

   24h Move

   +0.3%

   Shareholders overwhelmingly approve Blackstone acquisition and cash consideration per share.

3. May 19

   Acquisition announced

   24h Move

   +7.0%

   Agreement for Blackstone to acquire TXNM at premium cash price with equity funding.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

public utility commission of texas, hart-scott-rodino antitrust improvements act, federal energy regulatory commission, nuclear regulatory commission, +2 more

6 terms

public utility commission of texas regulatory

"Today, the Public Utility Commission of Texas (PUCT) approved a unanimous"

State agency that oversees and sets rules for utilities—mainly electricity, and certain telecommunications and water services—within Texas. Think of it as a referee and rulebook keeper that approves rates, enforces reliability and safety standards, and decides whether infrastructure projects move forward; its decisions can change utility revenues, costs and operational risk, so investors watch it closely for signals about future profits and regulatory exposure.

hart-scott-rodino antitrust improvements act regulatory

"the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired."

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

federal energy regulatory commission regulatory

"federal approval from the Federal Energy Regulatory Commission (FERC) and the Nuclear"

A U.S. federal agency that acts like a referee for the large-scale flow and sale of electricity and natural gas across state lines, setting rules, approving rates and licenses, and reviewing major projects and market changes. Investors care because its decisions — on things like transmission rules, pipeline approvals and market structure — can change company profits, project timelines and the price and reliability of energy, similar to how a traffic controller affects delivery routes and costs.

nuclear regulatory commission regulatory

"approval from the Federal Energy Regulatory Commission (FERC) and the Nuclear Regulatory Commission,"

The Nuclear Regulatory Commission is a government agency responsible for overseeing the safety and security of nuclear power plants and radioactive materials. It sets rules and monitors practices to prevent accidents and protect public health. For investors, its regulations can influence the stability and operation costs of nuclear energy companies, affecting their long-term viability.

capital expenditure financial

"a commitment to fund the company's 5-year capital expenditure plans, and commitments"

Capital expenditure is the money a company spends to buy, upgrade, or maintain long‑term physical items such as buildings, machinery, vehicles, or major software systems that it will use for years. It matters to investors because these investments shape future earnings and use up cash today — like a bakery buying a bigger oven to bake more bread; high or sustained spending can signal growth plans but also reduces short‑term cash and affects valuation and returns.

ring-fencing financial

"dividend restrictions, financial protections and ring-fencing, local control and workforce protections,"

Ring-fencing is the legal or financial practice of separating a company's assets, liabilities, or business units so they are protected from problems in other parts of the organization. For investors it reduces risk by creating a firewall—like putting a company's valuable items in a locked room—so creditors, lawsuits, or a failing operation in one area can't drain resources from the rest, which helps preserve value and informs credit and investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ALBUQUERQUE, N.M., Feb. 6, 2026 /PRNewswire/ -- Today, the Public Utility Commission of Texas (PUCT) approved a unanimous settlement filed in the application by Texas-New Mexico Power Company (TNMP) for TXNM Energy (NYSE: TXNM), the parent company of TNMP, to be acquired by Blackstone Infrastructure.

The approval confirms that the acquisition is in the public interest. Terms of the settlement include $45 million in rate credits to customers, strong governance and local oversight, dividend restrictions, financial protections and ring-fencing, local control and workforce protections, customer and regulatory protections, a commitment to fund the company's 5-year capital expenditure plans, and commitments to Texas communities.

The settlement was reached in December with Staff of the Public Utility Commission of Texas, Texas Industrial Energy Consumers, Office of Public Utility Counsel, Cities served by TNMP, Walmart Inc. and Texas Energy Association for Marketers.

The acquisition has received federal regulatory approval from the Federal Communications Commission (FCC), and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired. TXNM Energy shareholders overwhelmingly approved the merger in August 2025.

The merger also requires federal approval from the Federal Energy Regulatory Commission (FERC) and the Nuclear Regulatory Commission, along with state approval from the New Mexico Public Regulation Commission (NMPRC) as it relates to Public Service Company of New Mexico (PNM), the New Mexico utility subsidiary of TXNM Energy.

The Texas settlement and additional materials pertaining to the application are available at www.txnmenergy.com/investors/rates-and-filings/tnmp-puct-filings.aspx.

Background:
TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.

CONTACTS:
Analysts	Media
Lisa Goodman	Corporate Communications
(505) 241-2160	(505) 241-2743

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this press release that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995.  These forward-looking statements generally include statements regarding the potential transaction between TXNM Energy and Blackstone Infrastructure, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding TXNM Energy's and Blackstone Infrastructure's future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. Neither Blackstone Infrastructure nor TXNM Energy assumes any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM Energy caution readers not to place undue reliance on these statements. TXNM Energy's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see TXNM Energy's Form 10-K and Form 10-Q filings and the information filed on TXNM Energy's Forms 8-K with the Securities and Exchange Commission (the "SEC"), which factors are specifically incorporated by reference herein and the risks and uncertainties related to the proposed transaction with Blackstone Infrastructure, including, but not limited to: the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement, including in circumstances requiring the Company to pay a termination fee, the possibility that TXNM Energy's shareholders may not approve the transaction agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, the outcome of legal proceedings that may be instituted against TXNM Energy, its directors and others related to the proposed transaction, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TXNM Energy to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, the amount of costs, fees, charges or expenses resulting from the proposed transaction, and the risk that the price of TXNM Energy's common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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SOURCE TXNM Energy, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the PUCT approve for TXNM Energy (NYSE: TXNM) on February 6, 2026?

The PUCT approved a unanimous settlement allowing Blackstone Infrastructure to acquire TNMP, finding the deal in the public interest. According to the company, the settlement includes $45 million in rate credits, governance protections, dividend limits and commitments to fund a five-year capex plan.

Has the TXNM Energy acquisition cleared federal regulatory reviews for the merger?

Partially: the transaction received FCC approval and the HSR waiting period has expired. According to the company, further approvals are required from FERC and the Nuclear Regulatory Commission, plus New Mexico state review tied to PNM.

What customer protections are included in the TXNM Energy settlement with Texas regulators?

Customer protections include $45 million in rate credits, local oversight, workforce protections, and financial safeguards. According to the company, the settlement also includes dividend restrictions, ring-fencing and commitments to Texas communities and capex funding.

How does the settlement affect TXNM Energy shareholders and dividends?

Shareholders previously approved the merger in August 2025; the settlement imposes dividend restrictions that may limit distributions. According to the company, those restrictions are part of governance and financial protections tied to regulatory approval conditions.

What are the next regulatory steps before the TXNM Energy acquisition closes?

The deal still requires approvals from FERC, the Nuclear Regulatory Commission and New Mexico Public Regulation Commission. According to the company, completing those reviews is necessary to finalize the acquisition after Texas and federal FCC/HSR milestones were cleared.