TXNM Energy SEC Filings

TXNM Energy, Inc. shareholders approved a merger agreement with affiliates of Blackstone Infrastructure Partners L.P. The record date for the special meeting was July 17, 2025, when TXNM had 105,378,979 shares outstanding. At the special meeting held August 28, 2025, 93,339,040 shares (about 88.6% of outstanding shares) were represented in person or by proxy. The company reported it did not receive notice that any shareholder intended to seek dissenter's rights under New Mexico law. The filing notes that abstentions count as votes against under state law and refers readers to the definitive proxy materials for full details.

Patricia K. Collawn, Executive Chair and Director of TXNM Energy, Inc. (TXNM), reported acquisition of 657 phantom stock shares under the TXNM Energy, Inc. Executive Savings Plan II via notational dividend reinvestment on August 22, 2025. These phantom shares convert to common stock on a one-for-one basis and are recorded as indirectly owning an aggregate of 95,815 common stock equivalents held in the TXNM Common Stock Fund - Executive Savings Plan II. The phantom shares will settle upon the Reporting Person's retirement or other termination of service.

The Form 4 was signed by a power of attorney on behalf of Ms. Collawn on August 25, 2025. No cash price was paid for the phantom shares (reported price $0), and the filing reflects a routine plan-based reinvestment rather than an open-market trade.

TXNM Energy entered into a distribution arrangement allowing up to $200,000,000 of its common stock to be sold into the market through appointed sales agents. The company may sell shares in at-the-market offerings on the NYSE, to market makers, via electronic networks or in privately negotiated transactions. The program also contemplates forward purchase agreements where forward purchasers borrow and sell shares to hedge, and the company expects to receive cash proceeds only upon physical settlement of those forwards, subject to adjustments. The company may elect cash or net-share settlement in limited circumstances, which could result in no proceeds or obligations to pay cash or deliver shares. Sales under the plan will incur commissions up to 2% of gross proceeds and reimbursements of certain expenses, and the agreement may be terminated by either party.

TXNM Energy, Inc. describes a flexible shelf prospectus for offering common stock, debt securities, warrants and other instruments and discloses mechanics and risks of sales, including "at the market" offerings and forward sale agreements. Forward sale agreements may result in physical settlement (company receives proceeds equal to initial forward sale price times shares delivered) or cash/net share settlement (company may receive no proceeds and could owe cash or shares). Forward purchasers can accelerate settlement under specified events, and forward sale prices adjust daily by a federal funds rate factor less a spread and for expected dividends. Sales agents/forward sellers receive commissions up to 2%. The filing warns of share price volatility, dilution risk from issuances and convertible securities, and automatic termination of forward agreements in bankruptcy. Key reported facts include NYSE ticker TXNM, last sale price on August 14, 2025 of $56.94, 92,659,335 common shares outstanding as of December 31, 2024, and $555 million of TXNM standalone debt outstanding as of that date. The prospectus incorporates numerous reports and discloses corporate governance, dividend and capital structure basics.

T. Rowe Price Investment Management reports beneficial ownership of 4,424,589 shares of TXNM Energy common stock, equal to 4.8% of the class. The filer indicates sole voting power for 4,408,963 shares and sole dispositive power for 4,424,589 shares, with no shared voting or dispositive power. The statement identifies T. Rowe Price as an investment adviser organized in Maryland and affirms the position is held in the ordinary course of business and not for the purpose of changing control. This filing is a routine passive ownership disclosure under Schedule 13G/A.

TXNM Energy, Inc. filed a Form S-3 shelf registration to register the resale of up to 3,615,003 shares of common stock previously issued in a private placement under a June 24, 2025 Purchase Agreement. The selling shareholders may sell these shares from time to time in public or private transactions and TXNM will not receive any proceeds from their sales. The company’s common stock trades on the NYSE under the symbol TXNM and the filing cites a closing price of $57.07 on August 7, 2025. The prospectus states 105,378,979 shares outstanding as of July 17, 2025.

TXNM is a holding company for two regulated utilities, Public Service Company of New Mexico and Texas-New Mexico Power Company, serving approximately 839,000 customers. The prospectus reiterates corporate objectives including earning authorized regulated returns, targeting industry-average or better long-term earnings growth, maintaining a dividend payout ratio of 50–60% of earnings, and preserving investment-grade credit ratings. It discloses Series A Preferred (convertible 1:10) exists in charter but none outstanding and that selling shareholders hold $95,022,000 aggregate principal of 5.75% Convertible Notes, convertible into up to ~2.5 million shares (not currently convertible).

The filing incorporates extensive risk factors, notably a pending merger contemplated by an Agreement dated May 18, 2025 with Troy ParentCo LLC and Merger Sub (affiliate of Blackstone Infrastructure Partners), and describes risks tied to regulatory approvals, financing, cost recovery in regulated jurisdictions, decommissioning and environmental costs, fuel and counterparty risks, and potential operational and market impacts while the transaction is pending.