TXNM Energy SEC Filings

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.

TXNM Energy, Inc. (NYSE: TXNM) disclosed that its regulated subsidiary, Texas-New Mexico Power Company (TNMP), completed a private placement of six tranches of first-mortgage bonds totaling approximately $1.08 billion on 21 July 2025.

• Principal & Coupons: $245 mm 4.83% due 2030 (Series 2025B); $245 mm 5.12% due 2032 (2025C); $240 mm 5.44% due 2035 (2025D); $100 mm 5.54% due 2037 (2025E); $154.3 mm 5.93% due 2045 (2025F); $100 mm 6.02% due 2055 (2025G).
• Use of proceeds: repay short-term debt and fund general corporate purposes, including planned capex.
• Security & rank: bonds are secured by a first-priority mortgage on substantially all TNMP assets and rank pari passu with existing first-mortgage securities.
• Covenants & events of default: leverage cap of ≤0.65x consolidated debt-to-capitalization, customary payment and bankruptcy defaults, make-whole prepayment protection, bond-repurchase triggers for sanctions, large asset sales or covenant breaches. A change-of-control put is included, but the contemplated Blackstone Infrastructure transaction would not trigger it.
• Interest payments: semi-annual, beginning Oct 31 2025 for odd-year maturities and Jan 31 2026 for even-year maturities.

The financing extends TNMP’s debt maturity profile and locks in fixed rates up to 30 years, shifting funding from short-term to long-term obligations.