TXNM Energy closes $400M stock sale to repay loan
TXNM Energy raised about $400 million in a completed common stock offering and plans to use roughly $396 million in net proceeds to repay its $400 million term loan.
Rhea-AI Filing Summary
TXNM Energy, Inc. (TXNM) completed an underwritten public offering of 7,079,646 shares of its common stock at a public offering price of $56.50 per share for gross proceeds of approximately $400 million. The shares were sold to Wells Fargo Securities, LLC at a purchase price of $55.935 per share under an Underwriting Agreement dated August 31, 2026. The offering closed on September 2, 2026, and TXNM Energy received net proceeds of approximately $396 million after underwriting discounts, commissions and estimated expenses. The company intends to use the net proceeds to repay borrowings under its $400 million term loan agreement. The offering was conducted as a takedown from an effective shelf registration statement on Form S-3, using a prospectus supplement dated August 31, 2026.
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8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares offered: 7,079,646 shares
Public offering price: $56.50 per share
Underwriter purchase price: $55.935 per share
+5 more
8 metrics
Shares offered
7,079,646 shares
Common stock issued in the underwritten public offering
Public offering price
$56.50 per share
Price to the public for the common stock offering
Underwriter purchase price
$55.935 per share
Price paid by Wells Fargo Securities, LLC under the Underwriting Agreement
Gross proceeds
approximately $400 million
Total proceeds before underwriting discounts and expenses
Net proceeds
approximately $396 million
Proceeds after underwriting discounts, commissions and estimated expenses
Term loan
$400 million
Borrowings under the term loan agreement targeted for repayment with net proceeds
Offering closing date
September 2, 2026
Date the underwritten public offering closed
Underwriting Agreement date
August 31, 2026
Date TXNM Energy entered into the Underwriting Agreement with Wells Fargo Securities
Key Terms
underwritten public offering, shelf registration statement, prospectus supplement, book-running manager, +2 more
6 terms
underwritten public offering financial
"TXNM Energy announced today the commencement of an underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
shelf registration statement regulatory
"The public offering is being made pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"A preliminary prospectus supplement related to the offering has been filed with the SEC"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
book-running manager financial
"Wells Fargo Securities is acting as the sole book-running manager for this offering"
A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.
forward-looking statements regulatory
"Certain statements contained in this press release are “forward-looking statements” under federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
term loan agreement financial
"TXNM Energy intends to use the net proceeds to repay borrowings under its $400 million term loan agreement"
A term loan agreement is a formal contract in which a borrower receives a fixed amount of money from a lender and agrees to repay it over a set period with interest, much like a mortgage or car loan for a business. It matters to investors because the scheduled repayments, interest cost and any lender-imposed rules affect a company’s cash flow, financial flexibility and creditworthiness, which can change risk and share value.
FAQ
What equity offering did TXNM (TXNM Energy, Inc.) complete in September 2026?
TXNM Energy completed an underwritten public offering of 7,079,646 common shares, sold to Wells Fargo Securities at a purchase price of $55.935 per share, with a public offering price of $56.50 per share. The offering closed on September 2, 2026.
How much capital did TXNM (TXNM Energy) raise in the offering?
TXNM Energy’s offering generated gross proceeds of approximately $400 million and net proceeds of approximately $396 million after underwriting discounts, commissions and estimated offering expenses payable by the company.
What will TXNM (TXNM Energy) do with the net proceeds from the stock offering?
TXNM Energy intends to use the approximately $396 million of net proceeds to repay borrowings under its $400 million term loan agreement, as described in the company’s disclosure.
Who managed TXNM’s September 2026 common stock offering?
Wells Fargo Securities, LLC acted as the sole book-running manager and underwriter for TXNM Energy’s underwritten public offering of common stock under the August 31, 2026 Underwriting Agreement.
Under what registration did TXNM (TXNM Energy) conduct this offering?
The offering was conducted under an effective shelf registration statement on Form S-3 (File No. 333-285426), using a prospectus supplement dated August 31, 2026, filed pursuant to Rule 424(b) on September 1, 2026.
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| UNITED STATES | |||||
| SECURITIES AND EXCHANGE COMMISSION | |||||
| Washington, D.C. 20549 | |||||
| FORM | |||||
| CURRENT REPORT | |||||
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 | |||||
| Date of Report (Date of earliest event reported) | ||||||||
| (August 31, 2026) | ||||||||
Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. | ||||||||||||||
(A New Mexico Corporation)
Telephone Number - (505 ) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296
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. | |||||||||||
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 August 31, 2026, TXNM Energy, Inc. (“TXNM” or the “Company”) issued a press release announcing the commencement of the Offering (as defined below). On August 31, 2026, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are furnished and attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).
Item 8.01 Other Events.
On August 31, 2026, TXNM entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter 7,079,646 shares of its common stock, no par value, in connection with an underwritten public offering (the “Offering”) at a purchase price of $55.935 per share.
The Offering closed on September 2, 2026. The Company received net proceeds from the Offering of approximately $396 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to repay borrowings under its $400 million term loan agreement.
In the ordinary course of business, the Underwriter and/or its affiliates have provided and may in the future provide financial advisory or other services for TXNM and its subsidiaries for which they have received or will receive customary fees.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The Offering has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-285426) of TXNM (the “Registration Statement”), and a prospectus supplement dated August 31, 2026, which was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 1, 2026. A legal opinion related to the Registration Statement is also filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 1.1 | Underwriting Agreement, dated August 31, 2026, between TXNM Energy, Inc. and Wells Fargo Securities, LLC | |||||||
| 5.1 | Opinion of Leonard D. Sanchez, Associate General Counsel, dated August 31, 2026, relating to the legality of the common stock | |||||||
| 23.1 | Consent of Leonard D. Sanchez (included in Exhibit 5.1) | |||||||
| 99.1 | Press Release, dated August 31, 2026 (announcing commencement of offering) | |||||||
| 99.2 | Press Release, dated August 31, 2026 (announcing pricing of offering) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TXNM ENERGY, INC. | |||||
| (Registrant) | |||||
| Date: September 2, 2026 | /s/ Gerald R. Bischoff | ||||
| Gerald R. Bischoff | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||
Exhibit 99.1
For Immediate Release
August 31, 2026
TXNM Energy Announces Public Offering of Common Stock
(ALBUQUERQUE, N.M.) – TXNM Energy, Inc. (“TXNM Energy”) (NYSE: TXNM) announced today the commencement of an underwritten public offering of $400.0 million of shares of its common stock, no par value. All of the shares are being offered by TXNM Energy. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the offering.
TXNM Energy intends to use the net proceeds to repay borrowings under its $400 million term loan agreement. Wells Fargo Securities is acting as the sole book-running manager for this offering.
The public offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-285426) that has been filed with the Securities and Exchange Commission, or SEC. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. In addition, to obtain a copy of the prospectus supplement and related base prospectus for this offering, please contact Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Background:
TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.
CONTACTS:
Analysts Media
Lisa Goodman Corporate Communications
(505) 241-2160 (505) 241-2743
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Certain statements contained in this press release are “forward-looking statements” under federal securities laws. These statements are based upon management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. Readers are cautioned not to place undue reliance on these statements. Forward-looking statements include, among other things, statements concerning the anticipated terms of the common stock being offered, the completion, timing and size of the offering and the intended use of proceeds.
Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, but are not limited to: market conditions, including market interest rates; the trading price and volatility of TXNM Energy’s common stock; and risks relating to TXNM Energy’s business, including those described under the headings “Disclosure Regarding Forward Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in subsequent reports filed with the SEC. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the company’s Form 10-K, Form 10-Q filings and the information included in the company’s Forms 8-K with the SEC, which factors are specifically incorporated by reference herein. There can be no assurance that the planned offering of common stock will be completed on the anticipated terms, or at all. Except as may be required by law, TXNM Energy expressly disclaims any obligation to update any forward-looking information.
Exhibit 99.2
For Immediate Release
August 31, 2026
TXNM Energy Announces Pricing of Public Offering of Common Stock
(ALBUQUERQUE, N.M.) – TXNM Energy, Inc. (“TXNM Energy”) (NYSE: TXNM) announced today that it has priced an underwritten public offering of 7,079,646 shares of its common stock, no par value, at a public offering price of $56.50 per share for approximate gross proceeds of approximately $400 million, before deducting the underwriting discount and estimated offering expenses payable by TXNM Energy.
TXNM Energy intends to use the net proceeds to repay borrowings under its $400 million term loan agreement.
Wells Fargo Securities is acting as the sole book-running manager for this offering.
The underwriter may offer shares of TXNM Energy’s common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices, at prices related to market prices or at negotiated prices. Closing of the offering is expected to occur on or about September 2, 2026, subject to customary closing conditions.
The public offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-285426) that has been filed with the Securities and Exchange Commission, or SEC. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. In addition, Press Releases: To obtain a copy of the prospectus supplement and related base prospectus for this offering, please contact Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Background:
TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.
CONTACTS:
Analysts Media
Lisa Goodman Corporate Communications
(505) 241-2160 (505) 241-2743
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Certain statements contained in this press release are “forward-looking statements” under federal securities laws. These statements are based upon management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. Readers are cautioned not to place undue reliance on these statements. Forward-looking statements include, among other things, statements concerning the closing of the offering and the intended use of proceeds.
Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, but are not limited to: market conditions, including market interest rates; the trading price and volatility of TXNM Energy’s common stock; and risks relating to TXNM Energy’s business, including those described under the headings “Disclosure Regarding Forward Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in subsequent reports filed with the SEC. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the company’s Form 10-K, Form 10-Q filings and the information included in the company’s Forms 8-K with the SEC, which factors are specifically incorporated by reference herein. There can be no assurance that the offering of common stock will be completed on the anticipated terms, or at all. Except as may be required by law, TXNM Energy expressly disclaims any obligation to update any forward-looking information.