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TXNM Energy entered into a Waiver and Letter Agreement with Blackstone Infrastructure affiliates that extend the outside date for their pending merger to May 31, 2027 and adjust certain deal terms. TXNM irrevocably reduced the potential Parent termination fee from $350 million to $175 million, while both sides waived rights to terminate the merger before the new end date for specified timing-related reasons and released certain known breaches and related claims tied to New Mexico regulatory proceedings and the voided 2025 PIPE financing.
To unwind the NMPRC‑voided PIPE, TXNM closed a $400 million term loan maturing January 17, 2029, drew the full amount, and will repay the PIPE investor, which may retain prior dividends in lieu of interest. The loan includes a maximum consolidated debt‑to‑capitalization ratio of 0.70 to 1.00. Under the agreements, Parent consented to TXNM raising $400 million through common stock issuances at prices of at least $50.00 per share, with net proceeds to repay the term loan. The companies state that most federal and Texas approvals are in place and that, subject to remaining NRC and NMPRC approvals, they currently estimate closing in the first half of 2027.
BAILEY VICKY A reported acquisition or exercise transactions in this Form 4 filing.
TXNM ENERGY INC director Vicky A. Bailey reported an equity compensation award and an ownership reclassification. She received 2,698 shares of Common Stock in the form of restricted stock units granted on June 10, 2026 at $0.00 per share, which will vest on June 10, 2027 and be settled in common stock, with delivery timing potentially affected by blackout periods and elections under the Director Deferred Right Program. Following this grant, she directly owns 11,692 shares of Common Stock and indirectly holds 8,725 shares through the Vicky Bailey Revocable Living Trust.
Maestas Steven reported acquisition or exercise transactions in this Form 4 filing.
TXNM ENERGY INC director Steven Maestas received an award of 2,698 restricted stock units on June 10, 2026. These units vest on June 10, 2027 and will be settled in common stock upon or after vesting, subject to any blackout periods and deferral elections. Following this grant, Maestas holds 8,992 common shares directly.
Gutierrez Sidney M. reported acquisition or exercise transactions in this Form 4 filing.
TXNM ENERGY INC director Sidney M. Gutierrez received a grant of 2,698 shares of Common Stock in the form of restricted stock units. These units were granted on June 10, 2026, will vest on June 10, 2027, and will be settled in common stock upon or after vesting, subject to any elections under the Director Deferred Right Program and any blackout periods. Following this award, Gutierrez directly holds 32,135 shares of Common Stock.
CONLEY E RENAE reported acquisition or exercise transactions in this Form 4 filing.
TXNM ENERGY INC director Renae E. Conley received an award of 2,698 shares of common stock in the form of restricted stock units on June 10, 2026. These units vest on June 10, 2027 and will be settled in common stock, with delivery timing also subject to any director deferral elections and blackout-period restrictions. After this grant, Conley directly holds 39,971 shares of TXNM common stock.
BECKER NORMAN P. reported acquisition or exercise transactions in this Form 4 filing.
TXNM Energy Inc director Norman P. Becker received an equity award of 2,698 restricted stock units on June 10, 2026. These units will vest on June 10, 2027 and be settled in common stock upon or after vesting, subject to any elections under the Director Deferred Right Program and blackout period restrictions.
Following this compensation-related grant, Becker holds 30,802 shares of common stock directly. This is a routine non-cash director compensation award rather than an open-market purchase.
HUGHES JAMES ALTON reported acquisition or exercise transactions in this Form 4 filing.
TXNM ENERGY INC director James Alton Hughes received an equity grant of 2,698 restricted stock units. These RSUs were granted on June 10, 2026 at no cash cost and will vest on June 10, 2027. After this grant, he holds 22,217 shares of common stock directly. Vested shares will be settled in common stock, with delivery possibly deferred under the Director Deferred Right Program or delayed if a blackout period is in effect.
TXNM ENERGY INC director Lillian J. Montoya received an equity grant in the form of restricted stock units. She acquired 2,698 shares of Common Stock on June 10, 2026 as a grant, with no purchase price, bringing her direct holdings to 8,992 shares.
The footnote explains these 2,698 units are restricted stock units that will vest on June 10, 2027 and be settled in common stock upon or after vesting, subject to any elections under the Director Deferred Right Program. If vesting or any deferred delivery date falls during a blackout period, delivery of vested shares will be delayed until the blackout period ends. This is a routine, compensation-related award rather than an open-market share purchase.
MULLARKEY MAUREEN T reported acquisition or exercise transactions in this Form 4 filing.
TXNM ENERGY INC director Maureen T. Mullarkey received an equity award in the form of restricted stock units. She was granted 2,698 units of common stock on June 10, 2026 at no purchase price. Following this grant, she directly holds 34,487 shares of TXNM Energy common stock.
The footnotes explain that these restricted stock units will vest on June 10, 2027 and then be settled in common stock. Delivery may be deferred under the Director Deferred Right Program and could occur after any blackout period ends, making this a scheduled, compensation-related award rather than a market transaction.
TXNM Energy, Inc. reported the results of its annual shareholder meeting. As of April 21, 2026, there were 110,707,257 shares of common stock entitled to vote. Shareholders elected ten directors, each to serve a one-year term ending at the 2027 annual meeting.
Shareholders also ratified the appointment of KPMG LLP as independent public accountants for the year ending December 31, 2026, with 97,185,638 votes for, 356,222 against, and 130,864 abstentions. In addition, shareholders approved, on an advisory basis, the compensation of TXNM’s named executive officers, with 88,014,281 votes for, 1,167,803 against, 156,227 abstentions, and 8,334,413 broker non-votes.