[8-K] TXNM Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Access to up to $200,000,000 of potential equity capital through an at-the-market distribution facility
• Execution flexibility across NYSE, market makers, ECNs and private transactions allowing opportunistic sales
• Use of forward agreements allows timing flexibility to receive proceeds at physical settlement

Negative

• Dilution risk to existing shareholders from future share issuances under the program
• Settlement risk: if the company elects cash or net-share settlement it may receive no proceeds or may owe cash or shares
• Acceleration risk: forward purchasers can accelerate settlement, creating potential liquidity/timing exposure
• Transaction costs: up to a 2% commission on gross sales plus reimbursable expenses

Insights

Securities Analyst

TL;DR: Establishes a flexible $200M ATM program with forwards for opportunistic financing but carries dilution and settlement risks.

The distribution and associated forward agreements provide TXNM a sizable, flexible capital-raising mechanism that can be executed through multiple trading venues. The structure—ATMs combined with forward purchase hedges—can accelerate access to equity capital without a single block offering. Key trade-offs are clear in the agreements: physical settlement yields cash proceeds to the company, but cash or net-share settlement may yield no proceeds and could create cash or share delivery obligations. The 2% maximum commission and expense reimbursements are modest but non-trivial costs. Overall, this is a materially impactful financing optionality that increases capital flexibility while introducing dilution and contingent settlement risk.

Corporate Finance Specialist

TL;DR: The program is an effective financing tool that preserves execution flexibility but requires active management of settlement exposures.

The agreement allows multiple execution methods (exchange, market makers, ECNs, private blocks), which helps optimize timing and price realization. Forward agreements can accelerate monetization timing but transfer hedge execution to forward purchasers and their lenders; the company will not receive proceeds from borrowed-share sales and only collects cash on physical settlement. The right for forward purchasers to accelerate settlement creates potential timing and liquidity considerations. Termination provisions are mutual, preserving optionality. Investors should view this as a financing backstop rather than guaranteed capital.

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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)			August 15, 2025
			(August 15, 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

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 1.01.     Entry into a Material Definitive Agreement.

On August 15, 2025, TXNM Energy, Inc. (the “Company”) entered into a Distribution Agreement (the “Distribution Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”) and Bank of America, N.A., MUFG Securities EMEA plc, Royal Bank of Canada and The Bank of Nova Scotia, as Forward Purchasers (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $200 million of its common stock, no par value (the “Shares”), through the Sales Agents. Sales of the Shares made pursuant to the Distribution Agreement, if any, may be made in “at the market offerings” as defined in Rule 415 of the Securities Act, including sales made directly on the New York Stock Exchange, the existing trading market for shares of the Company’s common stock, or sales made to or through a market maker or through an electronic communications network or by such other methods, including privately negotiated transactions (including block transactions), as the Company and any Sales Agent agree to in writing. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.

In addition to the issuance and sale of Shares by the Company through the Sales Agents, the Company also may enter into forward stock purchase transactions with the Forward Purchasers as set forth in a separate letter agreement (each, a “Forward Agreement”), a form of which is attached as Exhibit B to the Distribution Agreement. In connection with each Forward Agreement, and subject to the terms and conditions of the Distribution Agreement, the applicable Forward Purchaser will borrow from third parties and, through a Sales Agent (each Sales Agent when acting in such capacity is referred to as a “Forward Seller”), sell a number of Shares equal to the number of shares of the Company’s common stock underlying such Forward Agreement to hedge such Forward Agreement.

The Company will not receive any proceeds from the sale of borrowed shares of common stock by a Forward Seller. The Company expects to receive proceeds from the sale of Shares upon future physical settlement(s) of the relevant Forward Agreement with the relevant Forward Purchaser on dates specified by the Company on or prior to the maturity date of such Forward Agreement, in which case, the Company will expect to receive, subject to certain adjustments, aggregate net cash proceeds at settlement equal to the number of Shares underlying the relevant Forward Agreement, multiplied by the relevant forward sale price.

Although the Company expects to settle any Forward Agreement with a full physical settlement, it may, except in limited circumstances, elect a cash or net share settlement of such Forward Agreement, and subject to the terms and conditions of the Distribution Agreement. If the Company elects to cash settle or net share settle a Forward Agreement, the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of the Company’s common stock (in the case of net share settlement) to the relevant Forward Purchaser. Each Forward Purchaser will have the right to accelerate its Forward Agreement and require the Company to physically settle on a date specified by the Forward Purchaser under the terms described in the Forward Agreement.

The offer and sales of the Shares, if any, made pursuant to the Distribution Agreement and any Forward Agreement, will be made under the Company’s Registration Statement on Form S-3ASR, which was previously filed with the Securities and Exchange Commission and became automatically effective on February 28, 2025 as supplemented by a prospectus supplement, dated August 15, 2025.

The Company is not obligated to, and it cannot provide any assurances that it will, make any sales of the Shares under the Distribution Agreement or any Forward Agreement. The Company will pay each Sales Agent a commission rate of up to 2% of the gross sales price per share of any Shares sold through such Sales Agent as agent under the Distribution Agreement, as well as reimbursement of certain expenses. The Distribution Agreement may be terminated by the Company at any time upon prior written notice to the Sales Agent and Forwards Purchasers or by any Sales Agent or any Forward Purchaser with respect to itself at any time upon prior written notice to the Company.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing description of the material terms of the Distribution Agreement and Forward Agreement is qualified in its entirety by reference to the full text of such agreements. A copy of the Distribution Agreement, including a form of Forward Agreement attached as Exhibit B thereto, is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The legal opinion of Leonard D. Sanchez, Associate General Counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto and the consent of Leonard D. Sanchez is filed as Exhibit 23.1.

Item 9.01            Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number     Description

5.1    Opinion of Leonard D. Sanchez, Associate General Counsel to the Company, dated August 15, 2025, relating to the legality of the Shares

10.1       Distribution Agreement, dated August 15, 2025, by and among TXNM Energy, Inc., BofA Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc. (each as sales agent) and Bank of America, N.A., MUFG Securities EMEA plc, Royal Bank of Canada and The Bank of Nova Scotia (each as forward purchaser)

23.1    Consent of Leonard D. Sanchez, Associate General Counsel (included in Exhibit 5.1)

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: August 15, 2025			/s/ Gerald R. Bischoff
			Gerald R. Bischoff
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

FAQ

What is the maximum amount TXNM can raise under the distribution agreement?

The company may sell up to $200,000,000 aggregate sales price of its common stock under the agreement.

How will TXNM sell shares under the program?

Sales may be made as at-the-market offerings on the NYSE, to market makers, through ECNs or via privately negotiated transactions.

What are forward agreements and how do they affect proceeds to TXNM?

Forward purchasers borrow and sell shares to hedge; the company expects to receive proceeds only upon physical settlement of a forward agreement, subject to adjustments.

Can the company receive no proceeds from a forward agreement?

Yes. If the company elects a cash or net-share settlement in specified circumstances, it may receive no proceeds and could owe cash or shares.

What fees will TXNM pay when shares are sold under the agreement?

The company will pay each sales agent a commission of up to 2% of the gross sales price per share plus reimbursement of certain expenses.