NMPRC voids TXNM Energy $400M PIPE financing

TXNM Energy, Inc. reports that the New Mexico Public Regulation Commission issued a Final Order declaring its $400 million PIPE equity financing undertaken for the planned merger to be void and in violation of New Mexico law.

Rhea-AI Filing Summary

TXNM Energy, Inc. reports that the New Mexico Public Regulation Commission issued a Final Order declaring its $400 million PIPE equity financing undertaken for the planned merger to be void and in violation of New Mexico law. The PIPE involved 8 million newly issued shares at $50.00 per share, intended to support operations before the merger closes.

The order requires TXNM, Parent and Purchaser to file a compliance report within 45 days explaining how they will unwind or otherwise effectuate the void status of the PIPE while holding New Mexico ratepayers harmless from all resulting costs and impacts. Each of TXNM, Parent and Purchaser must also pay a $100,000 penalty, for a total of $300,000, and the procedural schedule for the merger application has been stayed pending review of the compliance filing.

Positive

• None.

Negative

• NMPRC Final Order voids $400 million PIPE that funded TXNM’s pre-merger operations, declaring it undertaken for the merger without prior authorization and in violation of New Mexico law.
• Mandatory unwind and protections for ratepayers require TXNM, Parent and Purchaser to reverse or otherwise effectuate the void status of the PIPE while holding New Mexico customers harmless from all resulting costs and impacts.
• Regulatory penalties and merger delay include $100,000 fines on each of TXNM, Parent and Purchaser (total $300,000) and a stay of the merger application’s procedural schedule pending review of the required compliance filing.

Insights

Utility regulation analyst

State regulators voided TXNM’s $400M PIPE financing and paused its merger review.

The New Mexico Public Regulation Commission’s Final Order declares TXNM’s $400 million PIPE Transaction, tied to its pending merger, void and in violation of New Mexico law because it proceeded without prior NMPRC authorization. The PIPE had already closed and was designed to fund operations before merger completion.

The order compels TXNM, Parent and Purchaser to unwind or otherwise effectuate the void status of the PIPE within 45 days and ensure New Mexico ratepayers are held harmless from all related costs and impacts. Each party must pay a $100,000 penalty, for a total of $300,000, and the merger application schedule is stayed pending review of the compliance filing.

This introduces regulatory and financing uncertainty around the merger structure and pre-closing capital plan. Actual outcomes will depend on the compliance report, stakeholder responses within 30 days of that filing, and any subsequent NMPRC actions as described in the order.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

PIPE size: $400 million PIPE share count: 8 million shares PIPE share price: $50.00 per share +4 more

7 metrics

PIPE size $400 million Aggregate investment under Stock Purchase Agreement for TXNM common stock

PIPE share count 8 million shares Newly issued TXNM common stock in PIPE Transaction

PIPE share price $50.00 per share Purchase price agreed under Stock Purchase Agreement

Penalty per party $100,000 Penalty on each of TXNM, Parent and Purchaser under Final Order

Total penalties $300,000 Aggregate penalties for TXNM, Parent and Purchaser

Compliance report deadline 45 days Time from effective date of order to file compliance report

Response period 30 days Time for NMPRC Utility Staff and parties to respond after compliance filing

Key Terms

PIPE Transaction, Final Order, New Mexico Public Utility Act, Merger Application, +1 more

5 terms

PIPE Transaction financial

"Purchaser agreed to purchase 8 million newly issued shares ... (the “PIPE Transaction”)."

A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.

Final Order regulatory

"on July 2, 2026, the NMPRC issued a final order (the “Final Order”) declaring that..."

A final order is a definitive decision issued by a court or regulatory agency that resolves a particular case or enforcement matter and marks the end of that proceeding within the issuing body. For investors it matters because it removes regulatory uncertainty—like a referee blowing the final whistle—by confirming liabilities, penalties, required actions, or cleared obligations that can materially affect a company’s finances and future prospects.

New Mexico Public Utility Act regulatory

"The motion alleged that the PIPE Transaction violated the New Mexico Public Utility Act..."

Merger Application regulatory

"filed a joint merger application ... seeking approval of the Merger ... (the “Merger Application”)."

Public Regulation Commission regulatory

"New Mexico Public Regulation Commission (the “NMPRC”) seeking approval of the Merger..."

FAQ

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

What did the NMPRC decide about TXNM Energy’s $400 million PIPE Transaction?

The NMPRC’s Final Order declared the $400 million PIPE Transaction void and in violation of New Mexico law, finding it was undertaken for the merger without prior regulatory authorization. This affects 8 million newly issued TXNM shares sold at $50.00 each.

How large was TXNM Energy’s PIPE financing and what were its terms?

The PIPE financing totaled $400 million, involving 8 million newly issued TXNM common shares at $50.00 per share. It closed in June 2025 and was intended to provide equity financing for TXNM’s operations before the contemplated merger was consummated.

What compliance steps must TXNM Energy and affiliates take after the NMPRC order?

TXNM, Parent and Purchaser must file a compliance report within 45 days of the order’s effective date. The report must detail how they will unwind, reverse, replace, terminate or otherwise effectuate the PIPE’s void status and ensure New Mexico ratepayers are held harmless.

What financial penalties were imposed in connection with TXNM Energy’s PIPE Transaction?

The Final Order imposes a $100,000 penalty on each of TXNM, Parent and Purchaser, for an aggregate penalty of $300,000. These penalties are in addition to the requirement to address and unwind the voided $400 million PIPE Transaction.

How does the NMPRC order affect TXNM Energy’s pending merger application?

The hearing examiners stayed the procedural schedule for the merger application pending review of the required compliance report. NMPRC Utility Staff and other parties may review and respond within 30 days after the compliance filing, adding uncertainty to the merger timeline.

Who are the key parties involved in TXNM Energy’s merger and PIPE Transaction?

Key parties include TXNM Energy, Public Service Company of New Mexico, Troy ParentCo, LLC, Troy Merger Sub Inc., and Troy TopCo LP as Purchaser. Parent, Merger Sub and Purchaser are affiliates of Blackstone Infrastructure Partners L.P., and all participated in the merger and PIPE structure.

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

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Accepted by SEC EDGAR 07/06/2026 - 07:28 AM Learn about SEC filing dates

PUBLIC SERVICE CO OF NEW MEXICO0001108426false00011084262026-07-062026-07-060001108426pnm:PublicServiceCompanyOfNewMexicoMember2026-07-062026-07-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM			8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)			July 6, 2026
			(July 2, 2026)

Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

TXNM Energy, Inc.

(A New Mexico Corporation)

414 Silver Ave. SW

Albuquerque, New Mexico 87102-3289

Telephone Number - (505) 241-2700

Commission File No. - 001-32462

IRS Employer Identification No. - 85-0468296

Public Service Company of New Mexico

(A New Mexico Corporation)

414 Silver Ave. SW

Albuquerque, New Mexico 87102-3289

Telephone Number - (505) 241-2700

Commission File No. - 001-06986

IRS Employer Identification No. - 85-0019030

____________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant			Title of each class			Trading Symbol(s)			Name of exchange on which registered
TXNM Energy, Inc.			Common Stock, no par value			TXNM			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, on May 18, 2025, TXNM Energy, Inc., a New Mexico corporation (“TXNM”), Troy ParentCo, LLC (the “Parent”), and Troy Merger Sub Inc. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into TXNM, with TXNM surviving the Merger as a direct wholly owned subsidiary of Parent (the “Merger”). Concurrently with the execution of the Merger Agreement, TXNM and Troy TopCo LP (“Purchaser”), a Delaware limited partnership, entered into a Stock Purchase Agreement dated May 18, 2025 (the “Stock Purchase Agreement”), pursuant to which Purchaser agreed to purchase 8 million newly issued shares of TXNM’s common stock at a price of $50.00 per share, representing an aggregate investment of $400 million (the “PIPE Transaction”). The PIPE Transaction closed in June 2025 and was intended to provide equity financing to support TXNM’s operations during the period preceding consummation of the Merger. Parent, Merger Sub and Purchaser are affiliates of Blackstone Infrastructure Partners L.P.

On August 25, 2025, TXNM, Public Service Company of New Mexico (“PNM”), Parent, and certain of their affiliates (the “Merger Parties”) filed a joint merger application with the New Mexico Public Regulation Commission (the “NMPRC”) seeking approval of the Merger as contemplated by the Merger Agreement (the “Merger Application”). On February 6, 2026, a motion and brief for order was filed, directing the Merger Parties to show cause and for other relief in the pending Merger Application. The motion alleged that the PIPE Transaction violated the New Mexico Public Utility Act because the Merger Parties did not receive prior approval of the PIPE Transaction from the NMPRC. After public hearings and briefings on the Merger and PIPE Transaction, on July 2, 2026, the NMPRC issued a final order (the “Final Order”) declaring that (i) the PIPE Transaction was undertaken for the purpose of the Merger and therefore without prior NMPRC authorization in violation of New Mexico law, (ii) the PIPE Transaction is void and of no effect, (iii) the Merger Parties, within 45 days of the effective date of the Order, must file a compliance report demonstrating how the Merger Parties have effectuated the statutory consequence of the violation (i.e., all actions taken to unwind, reverse, replace, terminate, or otherwise effectuate the void status of the PIPE Transaction), including measures to ensure that New Mexico ratepayers are held harmless from all resulting costs and impacts, (iv) NMPRC Utility Staff and all parties may review the compliance filing and may respond within thirty (30) days of its filing, and (v) a penalty of $100,000 be paid by each of TXNM, Parent and Purchaser (an aggregate penalty of $300,000). Additionally, the hearing examiners stayed the procedural schedule for the Merger Application pending review of the compliance report.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K for the Company 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. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. The Company does not assume any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, the Company cautions readers not to place undue reliance on these statements. The Company’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 the Company’s Form 10-K and Form 10-Q filings and the information filed on the Company’s Forms 8-K with the SEC, which factors are specifically incorporated by reference herein. 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

			TXNM ENERGY, INC.
			PUBLIC SERVICE COMPANY OF NEW MEXICO
			(Registrants)
Date: July 6, 2026			/s/ Gerald R. Bischoff
			Gerald R. Bischoff
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.0 KB