TXNM Energy Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

TXNM Energy (NYSE: TXNM) has priced an underwritten public offering of 7,079,646 common shares at $56.50 per share, targeting approximate gross proceeds of $400 million before underwriting discounts and expenses. According to TXNM Energy, net proceeds are intended to repay borrowings under its $400 million term loan agreement.

Wells Fargo Securities is the sole book-running manager. Shares may be sold on the NYSE, over-the-counter, or through negotiated transactions. Closing is expected on or about September 2, 2026, subject to customary closing conditions, under an effective Form S-3 shelf registration.

Positive

• Equity raise priced: 7,079,646 shares at $56.50 for about $400 million gross proceeds
• Debt reduction plan: net proceeds intended to repay a $400 million term loan
• Underwritten deal with Wells Fargo Securities as sole book-running manager

Negative

• Share dilution: issuance of 7,079,646 new common shares in the public offering

News Explained

If it closes as priced, TXNM would issue 7,079,646 common shares, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes; closing is expected around September 2, subject to customary conditions.

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ALBUQUERQUE, N.M., Aug. 31, 2026 /PRNewswire/ -- TXNM Energy, Inc. ("TXNM Energy") (NYSE: TXNM) announced today that it has priced an underwritten public offering of 7,079,646 shares of its common stock, no par value, at a public offering price of $56.50 per share for approximate gross proceeds of approximately $400 million, before deducting the underwriting discount and estimated offering expenses payable by TXNM Energy.

TXNM Energy intends to use the net proceeds to repay borrowings under its $400 million term loan agreement.
Wells Fargo Securities is acting as the sole book-running manager for this offering.

The underwriter may offer shares of TXNM Energy's common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices, at prices related to market prices or at negotiated prices. Closing of the offering is expected to occur on or about September 2, 2026, subject to customary closing conditions.

The public offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-285426) that has been filed with the Securities and Exchange Commission, or SEC. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. In addition, Press Releases: To obtain a copy of the prospectus supplement and related base prospectus for this offering, please contact Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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:
Certain statements contained in this press release are "forward-looking statements" under federal securities laws. These statements are based upon management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. Readers are cautioned not to place undue reliance on these statements. Forward-looking statements include, among other things, statements concerning the closing of the offering and the intended use of proceeds.

Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, but are not limited to: market conditions, including market interest rates; the trading price and volatility of TXNM Energy's common stock; and risks relating to TXNM Energy's business, including those described under the headings "Disclosure Regarding Forward Looking Statements" and "Risk Factors" in the company's Annual Report on Form 10-K for the year ended December 31, 2025, and in subsequent reports filed with the SEC. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the company's Form 10-K, Form 10-Q filings and the information included in the company's Forms 8-K with the SEC, which factors are specifically incorporated by reference herein. There can be no assurance that the offering of common stock will be completed on the anticipated terms, or at all. Except as may be required by law, TXNM Energy expressly disclaims any obligation to update any forward-looking information.

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SOURCE TXNM Energy, Inc.

FAQ

What are the key terms of TXNM Energy (NYSE: TXNM) August 2026 stock offering?

TXNM Energy priced an underwritten public offering of 7,079,646 common shares at $56.50 per share. According to TXNM Energy, this represents approximate gross proceeds of $400 million before underwriting discounts and expenses, with closing expected around September 2, 2026, subject to customary conditions.

How much capital will TXNM Energy (TXNM) raise from its 2026 public offering?

TXNM Energy expects to raise approximately $400 million in gross proceeds from this offering. According to TXNM Energy, this amount is before deducting underwriting discounts and estimated offering expenses, so net proceeds will be lower and are planned for repayment of its $400 million term loan.

How will TXNM Energy use the proceeds from its August 2026 TXNM stock sale?

TXNM Energy plans to use the net proceeds to repay borrowings under its $400 million term loan. According to TXNM Energy, the offering’s primary stated purpose is debt repayment rather than funding new projects, which could reduce leverage and interest expense depending on final net proceeds.

When is the expected closing date of the TXNM Energy (NYSE: TXNM) stock offering?

Closing of the TXNM Energy offering is expected on or about September 2, 2026. According to TXNM Energy, completion remains subject to customary closing conditions, so the actual closing date could shift slightly if any standard settlement or regulatory requirements delay the process.

Who is underwriting TXNM Energy’s August 31, 2026 common stock offering?

Wells Fargo Securities is serving as the sole book-running manager for the TXNM Energy offering. According to TXNM Energy, the underwriter may sell shares on the NYSE, over-the-counter, or through negotiated transactions at market prices, related market prices, or negotiated prices.

Does TXNM Energy’s 2026 public offering dilute existing TXNM shareholders?

Yes. Issuing 7,079,646 new common shares increases TXNM Energy’s share count and dilutes existing holdings. According to TXNM Energy, these shares are being sold in an underwritten public offering, which typically reduces each current shareholder’s percentage ownership, though it also reduces company debt.

Where can investors find the TXNM Energy (TXNM) prospectus for the August 2026 offering?

Investors can access the preliminary prospectus supplement and base prospectus on the SEC website at sec.gov. According to TXNM Energy, copies are also available by contacting Wells Fargo Securities in Minneapolis via phone at 800-645-3751 (option #5) or email at WFScustomerservice@wellsfargo.com.