Company Description
TXNM Energy, Inc. (NYSE: TXNM) is an energy utility holding company based in Albuquerque, New Mexico. According to company disclosures and recent news releases, TXNM Energy delivers electricity to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utility subsidiaries, Public Service Company of New Mexico (PNM) and Texas-New Mexico Power Company (TNMP).
TXNM Energy operates in the Utilities – Regulated Electric industry within the broader utilities sector. Its business is organized around three reporting segments described in its earnings materials: PNM, TNMP, and Corporate and Other. PNM is a vertically integrated electric utility in New Mexico with distribution, transmission and generation assets, while TNMP is an electric transmission and distribution utility in Texas. The Corporate and Other segment reflects the TXNM Energy holding company and other subsidiaries.
Core business and regulated utility model
Based on the company’s public statements, TXNM Energy’s core operations focus on providing regulated electric service. PNM delivers electricity to approximately 550,000 customers in New Mexico, and TNMP delivers electricity to approximately 280,000 customers in Texas. Through these utilities, TXNM Energy serves residential, commercial and other customers within its service territories. As a regulated utility group, its activities are overseen by state and federal regulators, including the New Mexico Public Regulation Commission (NMPRC), the Public Utility Commission of Texas (PUCT) and the Federal Energy Regulatory Commission (FERC), as referenced in regulatory application filings.
TXNM Energy’s earnings materials highlight that each utility segment is subject to rate mechanisms and regulatory proceedings that affect how costs and investments are recovered. For example, TNMP utilizes a Distribution Cost Recovery Factor (DCRF) and Transmission Cost of Service (TCOS) mechanisms to recover approved rate base associated with transmission and distribution infrastructure. PNM’s results reflect rate relief from approved rate requests and resource applications that add new solar and battery storage capacity.
Geographic footprint and subsidiaries
TXNM Energy’s footprint is concentrated in the U.S. Southwest. The company states that it delivers energy across Texas and New Mexico through its regulated utilities:
- Public Service Company of New Mexico (PNM) – a wholly owned utility in New Mexico that delivers electricity to approximately 550,000 customers and owns distribution, transmission and generation assets.
- Texas-New Mexico Power Company (TNMP) – a wholly owned transmission and distribution utility in Texas that delivers electricity to approximately 280,000 customers.
TXNM Energy’s filings and news releases describe PNM and TNMP as indirect or direct wholly owned subsidiaries, with TXNM Energy acting as the parent holding company. The company’s regulatory applications emphasize that PNM and TNMP remain subject to their respective state commissions and federal oversight.
Regulatory environment and oversight
TXNM Energy’s operations are closely tied to regulatory decisions. In its public communications, the company notes that:
- The NMPRC regulates PNM’s retail electric service and certain wholesale activities in New Mexico.
- The PUCT regulates TNMP’s transmission and distribution services in Texas.
- FERC regulates PNM’s wholesale electricity and transmission services.
TXNM Energy has filed applications with these regulators in connection with a proposed acquisition by affiliates of Blackstone Infrastructure. Those filings describe governance provisions, rate credits, economic development funding and other customer-related commitments that would apply if the transaction is approved and completed. The company also references oversight by federal agencies such as the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act, the Nuclear Regulatory Commission and the Federal Communications Commission in relation to the proposed transaction.
Planned acquisition by Blackstone Infrastructure
TXNM Energy has entered into an Agreement and Plan of Merger with Troy ParentCo LLC and Troy Merger Sub Inc., affiliates of Blackstone Infrastructure Partners L.P. Under this agreement, Merger Sub will merge with and into TXNM Energy, with TXNM Energy surviving as a direct wholly owned subsidiary of Parent. The company’s press releases and Form 8-K filings state that, pursuant to the merger agreement, each issued and outstanding share of TXNM Energy common stock (subject to specified exceptions and appraisal rights under New Mexico law) will be converted into the right to receive cash consideration of $61.25 per share at the effective time of the merger.
TXNM Energy’s public statements indicate that its shareholders approved the merger agreement at a special meeting, and that the company anticipates closing the acquisition in the second half of 2026, subject to receipt of required state and federal regulatory approvals and other customary closing conditions. The company has filed applications with the NMPRC, PUCT and FERC, and has identified additional required approvals from federal agencies. As of the latest available filings, the merger has been agreed and approved by shareholders but has not yet been reported as completed.
Customer and community commitments in regulatory filings
In connection with the proposed acquisition, TXNM Energy and its utilities have described several customer and community-related commitments in regulatory applications:
- For PNM customers in New Mexico, the NMPRC application references a $105 million rate credit over four years, contributions to the PNM Good Neighbor Fund, economic development funding and investments in technologies to support New Mexico’s carbon-free energy transition.
- For TNMP customers in Texas, the PUCT application references a $35 million rate credit over four years, economic development funding to support workforce development and additional community support to enhance charitable giving.
- In a later settlement related to TNMP and the PUCT, TXNM Energy and Blackstone Infrastructure describe rate credits, governance provisions, ring-fencing measures, workforce protections and commitments to maintain TNMP’s headquarters within its Texas service territory, subject to regulatory approval.
These commitments are presented by the company as part of the regulatory review process for the proposed transaction and are subject to approval by the relevant commissions.
Capital structure, financing and credit facilities
TXNM Energy’s Form 8-K filings provide detail on its financing activities and capital structure. The company and its subsidiaries utilize a mix of term loans, revolving credit agreements, first mortgage bonds and junior subordinated notes. Examples disclosed in recent filings include:
- Issuance of 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 under an indenture with U.S. Bank Trust Company, National Association as trustee. These unsecured notes rank junior and subordinate to senior indebtedness and allow for interest deferral under specified conditions.
- Outstanding 5.75% Junior Subordinated Convertible Notes due 2054, which became convertible for a specified period after the company’s common stock traded above a defined threshold. The company has described the conversion mechanics, including delivery of newly issued non-convertible junior subordinated notes and shares of common stock for any amount above principal.
- Revolving credit agreements for TXNM Energy, PNM and TNMP, with maturity dates that can be extended under specified options. Amendments to these agreements have addressed the treatment of the proposed merger, interest rate benchmarks and commitment levels.
- First mortgage bonds issued by TNMP under a First Mortgage Indenture, secured by a first mortgage lien on substantially all of TNMP’s property, subject to permitted encumbrances. These bonds are used, among other purposes, to support revolving credit facilities and to refinance short-term debt.
- A term loan agreement entered into by PNM to refinance a portion of an existing term loan, subject to covenants including a consolidated debt-to-capitalization ratio.
The company’s filings also describe customary events of default, change-of-control provisions and bond repurchase events associated with these instruments. In several instances, TXNM Energy and its subsidiaries have amended credit agreements and indentures so that the closing of the proposed merger with Blackstone Infrastructure would not constitute a change of control or event of default under those instruments.
Earnings reporting and non-GAAP measures
TXNM Energy regularly reports its financial results through quarterly earnings releases and Form 8-K filings. The company distinguishes between GAAP earnings and “ongoing” earnings, a non-GAAP measure that excludes certain items such as net unrealized gains and losses on investment securities, mark-to-market impacts on economic hedges, pension expense related to a previously disposed gas distribution business, regulatory disallowances, process improvement initiatives, merger-related costs and other non-recurring or infrequent items. Management states that it uses ongoing earnings and ongoing earnings per diluted share to evaluate operations and to establish goals for management and employees.
In its disclosures, TXNM Energy explains that non-GAAP measures are intended to remove the effect of items that are not indicative of fundamental changes in the earnings capacity of its operations. The company also notes that reconciling items between GAAP and ongoing earnings can vary and may not be easily forecasted, and that non-GAAP measures should not be considered in isolation from GAAP metrics.
Segment performance and regulatory mechanisms
TXNM Energy’s segment reporting highlights how regulatory mechanisms and capital investments affect each utility. For example, the company has described:
- At PNM, rate relief from an approved rate request, higher retail load and transmission revenues, and the timing of excess deferred income taxes, offset by lower weather-related usage and higher operating and capital-related costs.
- At TNMP, rate recovery through DCRF and TCOS mechanisms and higher retail load, partially offset by lower weather-related usage and increased depreciation and property tax expense associated with new capital investments.
- At Corporate and Other, the impact of interest expense and merger-related costs on earnings.
TXNM Energy also reports on regulatory approvals for infrastructure investments, such as PNM’s certificate of convenience and necessity (CCN) application to construct, own and operate energy storage at existing solar facilities, and resource applications that add solar and battery storage capacity in future years.
Status as a listed company
TXNM Energy’s news releases and SEC filings identify the company as trading on the New York Stock Exchange under the symbol TXNM. The filings do not include any Form 25 or Form 15-12G indicating a completed delisting or deregistration. While the company has agreed to be acquired by affiliates of Blackstone Infrastructure and expects to become a wholly owned subsidiary of a private parent if the merger closes, available documents describe this as a proposed transaction subject to regulatory approvals and customary conditions rather than a completed change in listing status.
How investors and analysts use TXNM Energy information
Investors and analysts reviewing TXNM Energy typically focus on its regulated utility profile, the performance of PNM and TNMP, the progress of regulatory proceedings in New Mexico and Texas, and the terms and status of the planned acquisition by Blackstone Infrastructure. The company’s earnings releases, non-GAAP reconciliations, credit agreement amendments, bond issuances and merger-related filings provide insight into its financial structure, risk factors and regulatory environment. Because TXNM Energy operates through regulated electric utilities, its long-term outlook is closely linked to rate decisions, infrastructure investment plans and the outcome of its proposed merger.