TXNM Energy, Inc. 8-K Filings

TXNM Energy, Inc. (TXNM) announced that two wholly owned utility subsidiaries, Public Service Company of New Mexico (PNM) and Texas-New Mexico Power Company (TNMP), have entered into long-term private debt arrangements with institutional investors. PNM sold $200.0 million of senior unsecured notes: $115.0 million of 5.44% Series A SUNs due 2029, $50.0 million of 5.82% Series B SUNs due 2034, and $35.0 million of 6.12% Series C SUNs due 2038. Interest is payable semiannually beginning February 28, 2027, and proceeds will be used to repay existing indebtedness, fund capital expenditures, and for general corporate purposes. PNM is subject to covenants including a maximum debt-to-capitalization ratio of 65% and a change-of-control put at par.

TNMP issued $150.0 million of First Mortgage Bonds in a private placement, consisting of $75.0 million of 5.23% Series 2026A Bonds due 2031 and $75.0 million of 5.46% Series 2026B Bonds due 2033. The bonds are secured by a first mortgage lien on substantially all TNMP property, rank equally with other First Mortgage Indenture securities, and carry semiannual interest payments starting March 1, 2027. TNMP will use proceeds to repay short-term debt and for general corporate purposes, including projected capital expenditures, and is subject to leverage and other financial and operational covenants as well as bond repurchase and change-of-control prepayment provisions.

TXNM Energy, Inc. reported strong results for the quarter ended June 30, 2026. GAAP net earnings attributable to TXNM Energy were $71.3 million, up from $21.6 million a year earlier, with GAAP diluted EPS of $0.64 versus $0.22. Ongoing net earnings were $64.1 million and ongoing diluted EPS were $0.58, compared with $24.5 million and $0.25, respectively.

Electric operating revenues for the quarter were $548.6 million, and operating income rose to $123.3 million from $72.7 million, driven by rate relief, higher retail load, and higher transmission revenues at PNM and TNMP. A higher share count from equity issuance diluted per-share results.

TXNM highlighted progress on its pending acquisition by Blackstone Infrastructure at $61.25 per share, with several federal and Texas approvals received, and the merger termination date extended to May 31, 2027 while New Mexico and federal approvals are pursued. TNMP secured regulatory approval for recovery of $2.8 billion of rate base with a 9.65% allowed ROE and 45% equity ratio, with final rates effective September 13, 2026. The quarterly dividend declared was $0.4225 per share.

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.

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.

TXNM Energy reports two major regulatory steps by its utilities. Texas-New Mexico Power Company filed a comprehensive base rate settlement in Texas that would allow recovery of its filed rate base of $2.8 billion as of June 30, 2025, while maintaining a 9.65% return on equity and 45% equity ratio. The settlement also includes $20.5 million of Hurricane Beryl restoration costs to be recovered through a rate rider over five years, all subject to Public Utility Commission of Texas approval.

Separately, Public Service Company of New Mexico filed a balanced resource plan with New Mexico regulators to advance a carbon-free future. The plan seeks approval for 800 MW of wind, 240 MW of solar, 610 MW of battery storage and 40 MW of natural gas, supporting PNM’s goal of eliminating coal by 2031 and progressing toward 100% carbon-free electricity as customer demand is forecast to rise about 40% by 2032. These investments are part of PNM’s previously shared $4.9 billion five-year capital plan.

TXNM Energy, Inc. reported mixed first quarter 2026 results. GAAP net earnings attributable to TXNM fell to $3.7 million, or $0.03 per diluted share, compared with $8.9 million and $0.10 a year earlier, mainly reflecting higher unrealized investment losses and merger-related costs.

On a non-GAAP basis, ongoing net earnings rose to $23.8 million, or $0.21 per diluted share, up from $18.1 million and $0.19. TNMP drove most of the improvement, while PNM faced milder weather, higher operating costs and expenses tied to new capital investments.

The company updated its 2026–2030 capital investment plan to $10.2 billion, focused on grid modernization, battery storage, and growth in both New Mexico and Texas. TXNM also reiterated progress on its proposed acquisition by Blackstone Infrastructure at $61.25 per share, noting key federal and Texas approvals and ongoing review by remaining regulators.

TXNM Energy, Inc. has notified holders that its 5.75% Junior Subordinated Convertible Notes due 2054 are convertible at the holders’ option from April 1, 2026 through June 30, 2026. The notes convert at a rate of 22.5382 shares of common stock per $1,000 principal, equivalent to a conversion price of about $44.37 per share.

For any conversion during this period, TXNM will deliver a new series of 5.75% non-convertible junior subordinated notes due 2054 equal to the principal amount converted, plus shares of common stock (and cash in lieu of fractions) only for any value above principal, calculated over a 60-trading-day observation period. The company warns these new non-convertible notes may be less liquid and less attractive than similar securities such as its 7.000% junior subordinated notes due 2056. The filing also reiterates the pending merger at $61.25 in cash per share with an affiliate of Blackstone Infrastructure Partners and explains that, if completed, the merger would be a “make-whole fundamental change” giving noteholders a separate, time-limited cash-only conversion right based on the merger price.

TXNM Energy, Inc. adopted new incentive plans for its top executives covering 2026 cash bonuses and 2026–2028 equity awards. The 2026 Officer Annual Incentive Plan ties cash bonuses to a threshold level of non-GAAP Incentive Earnings Per Share and achievement of specified corporate goals, with opportunities ranging from 57.5% to 230% of base salary for the Executive Chair and CEO, and 35% to 140% for other named officers.

The 2026 Long-Term Incentive Plan runs from January 1, 2026 through December 31, 2028 and splits award opportunities into 70% performance share awards and 30% time-vested restricted stock rights. Performance share opportunities range up to 490% of base salary for the CEO, while time-vested restricted stock rights equal up to 105% of base salary and vest in installments on March 7, 2027, March 7, 2028 and March 7, 2029.

TXNM Energy, Inc. entered into a Distribution Agreement that allows it to sell up to $125 million of common stock from time to time through several sales agents in at-the-market offerings and other agreed methods. The company may also use related forward stock purchase agreements, under which forward purchasers borrow and sell shares through a forward seller to hedge those agreements.

TXNM Energy will not receive proceeds from the sale of borrowed shares by a forward seller but expects to receive cash if it later physically settles a forward agreement at a forward sale price. The company can alternatively choose cash or net share settlement, which could require it to deliver cash or shares to the forward purchaser. Sales agents may earn commissions of up to 2% of the gross sales price per share, and the company is not obligated to sell any shares under these arrangements.

TXNM Energy reported 2025 GAAP diluted earnings per share of $1.48, down from $2.67 in 2024, mainly reflecting a $58.8 million pension settlement charge, $43.1 million of merger-related costs and $3.4 million of net unrealized losses on investment securities. Ongoing diluted EPS, which excludes these and other specified items, was $2.33 versus $2.74 in 2024. PNM benefited from rate relief and higher load but faced higher costs and lower weather-driven usage, while TNMP saw stronger revenues offset by higher depreciation, taxes and interest from new investments. The company highlighted significant equity issuance in 2024–2025 that increased diluted share count and reduced EPS.

TXNM reaffirmed its proposed sale to affiliates of Blackstone Infrastructure for $61.25 per share. Shareholders have approved the deal, and approvals have been obtained from the Federal Energy Regulatory Commission, the Public Utility Commission of Texas, the Federal Communications Commission and under the Hart-Scott-Rodino Act, with Nuclear Regulatory Commission and New Mexico Public Regulation Commission approvals still pending. TXNM continues to anticipate closing in the second half of 2026, subject to remaining conditions.

Regulatory initiatives include TNMP’s November 2025 Texas rate filing seeking recovery of $2.8 billion of rate base as of June 30, 2025 and $20.5 million of Hurricane Beryl restoration costs over five years, and PNM applications in New Mexico for two economic development projects costing $165.5 million and a $247 million 345 kV transmission project to support reliability, renewable integration and growth.

TXNM Energy, Inc. disclosed that its 5.75% Junior Subordinated Convertible Notes due 2054 are convertible at holders’ option from January 1, 2026 through March 31, 2026. The notes convert at 22.5248 shares of common stock per $1,000 principal amount, implying a conversion price of about $44.40 per share.

For conversions in this period, TXNM will satisfy the principal portion of its conversion obligation by issuing an equal principal amount of new 5.75% Non-Convertible Junior Subordinated Notes due 2054, and only any amount above principal will be settled in common stock (plus cash for fractional shares). The company notes these new non-convertible notes may be less liquid and could trade below their $1,000 principal amount, especially relative to its recently issued 7.000% junior subordinated notes due 2056.

TXNM also reiterates that, if its previously announced cash merger at $61.25 per share is consummated, it will constitute a make-whole fundamental change for the convertible notes, giving holders a special right to convert into cash based on the conversion rate and the merger price for a defined post-merger period.

TXNM Energy reported several financing actions and a pension risk transfer. Its subsidiary Texas-New Mexico Power Company (TNMP) privately issued $70,000,000 of 4.69% first mortgage bonds due December 18, 2031, secured by a first mortgage lien, with interest paid semiannually and optional make-whole prepayment provisions. TNMP plans to use the proceeds to repay short-term debt and for general corporate purposes, including capital spending.

TXNM and subsidiaries amended their revolving credit agreements. TXNM and Public Service Company of New Mexico (PNM) each extended the maturity of their $300.0 million and $400.0 million credit facilities to March 29, 2030, with one lender at each company keeping earlier commitments through March 30, 2029. TNMP increased its revolver from $200.0 million to $300.0 million, extended its maturity to March 29, 2030, and secured it with $300.0 million of Series 2025I first mortgage bonds.

TXNM also completed a pension risk transfer tied to PNM’s former gas distribution business. The company directed a single premium of $91,937,638 to Delaware Life Insurance Company, which will assume payments to certain retirees starting January 1, 2026. TXNM expects an approximately $60 million non-cash charge to net income from this transaction.

TXNM Energy, Inc. disclosed that it has issued $350,000,000 aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Convertible Notes due 2056. These unsecured Notes are junior to the company’s existing and future senior debt and rank equally with its 5.75% Junior Subordinated Convertible Notes due 2054.

The Notes carry a fixed interest rate of 7.000% per year until July 31, 2031, then reset every five years to the Five-Year Treasury Rate plus 3.254%, with a floor of 7.000%. Interest is payable semi-annually on January 31 and July 31, starting July 31, 2026, and the Notes mature on July 31, 2056, unless redeemed earlier.

TXNM Energy may defer interest for up to 20 consecutive semi-annual periods, with interest continuing to accrue and compound. The company can redeem the Notes in several situations, including at par around the first reset date or on later interest payment dates, upon certain tax changes at par, or at 102% of principal if rating agency equity credit criteria change.

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.

TXNM Energy, Inc., through its utility subsidiary Texas-New Mexico Power Company (TNMP), agreed to issue $70,000,000 of 4.69% First Mortgage Bonds due December 18, 2031 in a private placement to institutional accredited investors. The bonds will be issued under TNMP’s existing First Mortgage Indenture and secured by a first mortgage lien on substantially all of TNMP’s property, ranking equally with its other first mortgage securities. TNMP plans to use the proceeds to repay short-term debt and for other general corporate purposes, including projected capital expenditures. The bonds carry customary events of default, financial and operational covenants including a consolidated indebtedness to consolidated capitalization ratio not exceeding 0.65 to 1.0, and provisions for early prepayment, bond repurchase events, and a change-of-control prepayment right, with TXNM’s proposed transaction with Blackstone Infrastructure expressly stated not to constitute a change in control.

Public Service Company of New Mexico (PNM), a wholly owned subsidiary of TXNM Energy, entered into a $120.0 million term loan effective November 10, 2025. The loan must be repaid on or before May 10, 2027, and PNM expects to use the proceeds to refinance a portion of its 2024 Term Loan that matures on November 10, 2025.

The agreement includes customary covenants, notably a requirement to maintain a consolidated debt-to-consolidated capitalization ratio ≤ 0.65 to 1.00 as of each fiscal quarter-end. It also contains customary events of default, a cross-default and change-of-control provision, with automatic acceleration upon insolvency or bankruptcy. U.S. Bank National Association is the administrative agent.

TXNM Energy reported that its indirect subsidiary Texas-New Mexico Power Company (TNMP) entered into a Twenty-Fifth Supplemental Indenture on November 6, 2025. The agreement supplements TNMP’s First Mortgage Indenture with U.S. Bank Trust Company, National Association, as trustee.

The amendment updates TNMP’s obligation to provide certain financial reports, revises the definition of “change in control” referenced in multiple prior supplemental indentures, and adds a covenant requiring TNMP to make available certain annual and quarterly consolidated financial statements to holders of bonds issued under the Fifth Supplemental Indenture. TNMP obtained the requisite holder consents to implement these changes.

TXNM Energy, Inc., together with Public Service Company of New Mexico and Texas‑New Mexico Power Company, furnished an 8‑K announcing results for the three and nine months ended September 30, 2025. The results were released via a press release furnished as Exhibit 99.1.

The companies also described their use of non‑GAAP measures such as ongoing earnings and ongoing diluted EPS, which exclude specified items like unrealized mark‑to‑market impacts on economic hedges, changes in unrealized gains and losses on investment securities, pension expense from a previously disposed gas distribution business, and certain non‑recurring or infrequent items. The information was furnished under Item 2.02 and is not deemed filed under the Exchange Act.

TXNM Energy, Inc. has fully repaid and terminated its $500 million 2023 term loan agreement. The company settled the outstanding balance with the lenders on August 29, 2025, and the loan was ended in accordance with its existing terms. This filing simply records the payoff and conclusion of a previously disclosed material debt agreement with Wells Fargo Bank, National Association, acting as administrative agent.

TXNM Energy, Inc. shareholders approved a merger agreement with affiliates of Blackstone Infrastructure Partners L.P. The record date for the special meeting was July 17, 2025, when TXNM had 105,378,979 shares outstanding. At the special meeting held August 28, 2025, 93,339,040 shares (about 88.6% of outstanding shares) were represented in person or by proxy. The company reported it did not receive notice that any shareholder intended to seek dissenter's rights under New Mexico law. The filing notes that abstentions count as votes against under state law and refers readers to the definitive proxy materials for full details.

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.

TXNM Energy, Inc. (NYSE: TXNM) disclosed that its regulated subsidiary, Texas-New Mexico Power Company (TNMP), completed a private placement of six tranches of first-mortgage bonds totaling approximately $1.08 billion on 21 July 2025.

• Principal & Coupons: $245 mm 4.83% due 2030 (Series 2025B); $245 mm 5.12% due 2032 (2025C); $240 mm 5.44% due 2035 (2025D); $100 mm 5.54% due 2037 (2025E); $154.3 mm 5.93% due 2045 (2025F); $100 mm 6.02% due 2055 (2025G).
• Use of proceeds: repay short-term debt and fund general corporate purposes, including planned capex.
• Security & rank: bonds are secured by a first-priority mortgage on substantially all TNMP assets and rank pari passu with existing first-mortgage securities.
• Covenants & events of default: leverage cap of ≤0.65x consolidated debt-to-capitalization, customary payment and bankruptcy defaults, make-whole prepayment protection, bond-repurchase triggers for sanctions, large asset sales or covenant breaches. A change-of-control put is included, but the contemplated Blackstone Infrastructure transaction would not trigger it.
• Interest payments: semi-annual, beginning Oct 31 2025 for odd-year maturities and Jan 31 2026 for even-year maturities.

The financing extends TNMP’s debt maturity profile and locks in fixed rates up to 30 years, shifting funding from short-term to long-term obligations.

TXNM Energy has entered into a significant Stock Purchase Agreement with Zimmer Partners LP and other purchasers on June 24, 2025. The deal involves:

• Sale of 3,615,003 shares of common stock at $55.325 per share, totaling approximately $200 million
• Agreement ties to previously announced merger with Blackstone Infrastructure Partners affiliate (May 18, 2025)
• Purchasers committed to vote shares in favor of the merger and follow board recommendations
• Lock-up period extends from June 24 to August 15, 2025

The transaction includes customary registration rights, with TXNM required to register shares for resale after Q2 2025 quarterly report filing. Shares will be issued under Securities Act Section 4(a)(2) exemption and listed on NYSE prior to closing. Proceeds will be used for general corporate purposes.

TXNM Energy (NYSE:TXNM) filed a Form 8-K to report the completion of Texas-New Mexico Power Company’s previously announced offer to prepay up to $1.505 billion of outstanding First Mortgage Bonds.

The offer expired at 9:00 a.m. (New York time) on 14 June 2025. According to the tender agent’s final count, holders validly tendered $1.0843 billion in aggregate principal amount, all of which were accepted for purchase. Participating bond-holders will receive 100 percent of face value plus accrued and unpaid interest up to, but excluding, the settlement date. The filing reiterates that the current report does not constitute an offer to sell or a solicitation to buy the Bonds in any jurisdiction.

The transaction materially reduces secured debt outstanding at TXNM’s regulated utility subsidiary, potentially lowering future interest expense and strengthening the balance sheet, although it also requires a significant near-term cash outlay. No other financial metrics, risk factors or legal proceedings were disclosed in the filing.