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

Rhea-AI Filing Summary

Insights

Capital Structure Analyst

Repayment ends $1.505 bn backstop loan, cutting debt but reducing committed liquidity cushion.

The filing discloses that on 22 July 2025 Texas-New Mexico Power Company repaid and terminated its $1.505 billion 364-day delayed-draw term loan. Because the agreement was previously identified as a material definitive agreement, its elimination reshapes the issuer’s balance-sheet profile.

Leverage impact. With the credit facility now at zero, the company’s gross debt balance declines by the same amount, immediately lowering financial leverage and future interest expense tied to the loan. This can improve key credit metrics such as debt-to-capital and fixed-charge coverage once reflected in subsequent filings.

Liquidity trade-off. The loan functioned as a merger backstop. Its cancellation means the company no longer has that committed borrowing capacity. Unless offset by other undrawn lines, available liquidity narrows, so management will rely on cash or alternative revolvers for unforeseen funding needs.

Covenant release. Termination also removes any covenants, collateral requirements, or pricing step-ups embedded in the facility, giving the company greater operational flexibility.

Overall, the disclosure signals a healthier balance sheet but a slimmer liquidity buffer, producing a net effect that appears balanced rather than clearly beneficial or adverse.

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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)			July 23, 2025
			(July 22, 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

Texas-New Mexico Power Company

(A Texas Corporation)

577 N. Garden Ridge Blvd.

Lewisville, Texas 75067

Telephone Number - (972) 420-4189

Commission File No. - 002-97230

IRS Employer Identification No. - 75-0204070

____________________________________________________________________________________________________

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 1.02    Termination of a Material Definitive Agreement.

Termination of TNMP Merger Backstop Term Loan

On July 22, 2025, the $1.505 billion 364-day delayed-draw term loan credit facility by and among Texas-New Mexico Power Company, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, was repaid in full and terminated in accordance with its terms.

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.
			TEXAS-NEW MEXICO POWER COMPANY
			(Registrants)
Date: July 23, 2025			/s/ Gerald R. Bischoff
			Gerald R. Bischoff
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)