TXNM Energy (NYSE: TXNM) plans junior subordinated notes and evaluates $100M pension risk transfer

Rhea-AI Filing Summary

TXNM Energy announced that it has started marketing a potential private offering of fixed-to-fixed reset rate junior subordinated notes to institutional investors under Rule 144A and to certain non-U.S. investors under Regulation S. The notes will not be registered under U.S. securities laws, and any transaction would depend on final terms and conditions being agreed.

The company and its subsidiary Public Service Company of New Mexico are also evaluating a pension risk transfer that could move up to $100 million of pension obligations, and corresponding plan assets, related to a previously sold gas distribution business to an insurance company via group annuity contracts. If this transaction is completed, they currently expect a non-cash charge to net income of about $65 million, or $50 million after tax, as the insurer would then assume future benefit payments for the covered retirees and beneficiaries. Both the notes offering and the pension transfer are described as potential transactions with no assurance on completion, timing, or final terms.

Insights

Utility credit and capital structure analyst

TXNM weighs hybrid-like debt and a pension risk transfer with a notable non-cash charge.

TXNM Energy is marketing junior subordinated notes in a private offering, which are typically treated as long-dated, low-ranking instruments that can support credit metrics while raising capital. Because the excerpt does not provide a size or pricing, the direct balance sheet impact cannot be quantified here, but the structure suggests an intention to access capital in a subordinated form rather than standard senior debt.

In parallel, TXNM and PNM are evaluating a pension risk transfer that could shift up to $100 million of defined benefit obligations and related assets for certain retirees to an insurer. If completed, they currently expect a non-cash hit to net income of about $65 million, or $50 million after tax, while future benefit payments for those participants would be made by the insurer. Over time, this type of transaction can simplify pension exposure, but the excerpt emphasizes that both the notes offering and the pension transfer are only potential transactions with no assurance on completion or timing.

PUBLIC SERVICE CO OF NEW MEXICO0001108426false00011084262025-12-022025-12-020001108426pnm:PublicServiceCompanyOfNewMexicoMember2025-12-022025-12-02

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)			December 2, 2025
			(December 2, 2025)

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 7.01     Regulation FD Disclosure.

On December 2, 2025, TXNM Energy, Inc. (the “Company”) commenced marketing for a potential offering of fixed-to-fixed reset rate junior subordinated notes (the “Notes”) in a private offering (1) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (2) outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act (the “Junior Subordinated Notes Offering”).

On December 2, 2025, the Company provided the following information in a preliminary offering memorandum related to the Junior Subordinated Notes Offering:

The Company and its wholly-owned subsidiary, Public Service Company of New Mexico (“PNM”), are evaluating a potential pension risk transfer transaction (the “Pension Transfer”) that would involve the purchase of one or more group annuity contracts from an insurance company to assume a portion of the obligations under the PNM Resources, Inc. Employees’ Retirement Plan (the “Plan”) related to PNM’s previously disposed of gas distribution business. If completed, the Pension Transfer would transfer up to $100 million of the Plan’s pension obligations, together with a corresponding amount of Plan assets for certain retirees and beneficiaries. Any annuity contract would be purchased using assets held in the Plan’s trust and PNM does not currently anticipate making any additional cash contributions to the Plan in connection with the Pension Transfer. Following any such annuity purchase, an insurer would be responsible for making future benefit payments to the covered retirees and beneficiaries in accordance with the terms of the annuity contract. Assuming completion of the Pension Transfer, the Company and PNM expect to incur a non-cash charge to net income of approximately $65 million, or $50 million on an after-tax basis. There can be no assurance the Pension Transfer will be completed or as to the terms or timing of any transaction.

There is no guarantee that the Junior Subordinated Notes Offering will be completed or as to the terms or timing of any transaction. Any Junior Subordinated Notes Offering will be subject to certain conditions and other terms to be set forth in an applicable definitive agreement. The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and applicable state laws. This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K for TXNM 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. These forward-looking statements generally include statements regarding the potential Junior Subordinated Notes Offering and Pension Transfer. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. TXNM 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, TXNM cautions readers not to place undue reliance on these statements. TXNM’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 TXNM’s Form 10-K and Form 10-Q filings and the information filed on TXNM’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: December 2, 2025			/s/ Gerald R. Bischoff
			Gerald R. Bischoff
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

FAQ

What did TXNM (TXNM) announce regarding new debt financing?

TXNM Energy stated that it has commenced marketing a potential private offering of fixed-to-fixed reset rate junior subordinated notes to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. The notes will not be registered under the Securities Act and any transaction would depend on final terms and conditions.

What pension risk transfer is TXNM (TXNM) and PNM evaluating?

TXNM and its subsidiary Public Service Company of New Mexico are evaluating a pension risk transfer that would involve buying one or more group annuity contracts from an insurance company to assume a portion of obligations under the PNM Resources, Inc. Employees’ Retirement Plan tied to PNM’s previously disposed gas distribution business.

How large is the potential pension risk transfer for TXNM (TXNM)?

If completed, the pension risk transfer would move up to $100 million of the Plan’s pension obligations, along with a corresponding amount of plan assets, for certain retirees and beneficiaries covered by the PNM Resources, Inc. Employees’ Retirement Plan.

Will TXNM or PNM contribute additional cash for the pension transfer?

The company states that any annuity contract would be purchased using assets held in the Plan’s trust, and Public Service Company of New Mexico does not currently anticipate making any additional cash contributions to the Plan in connection with the pension transfer.

What earnings impact does TXNM (TXNM) expect from the pension risk transfer?

Assuming the pension transfer is completed, TXNM and PNM expect to record a non-cash charge to net income of approximately $65 million, or $50 million on an after-tax basis, reflecting the accounting impact of transferring obligations to an insurer.

Are the TXNM junior subordinated notes offering and pension transfer guaranteed to occur?

No. TXNM explicitly states there is no guarantee that the junior subordinated notes offering or the pension transfer will be completed, or what their final terms or timing would be, and both remain potential transactions subject to conditions.