TXNM Energy SEC Filings

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.

TXNM Energy Inc. director Vicky A. Bailey reported a sale of company stock in a Form 4 filing. On 11/14/2025, a trust for her benefit sold 1,800 shares of TXNM common stock at a weighted average price of $57.74 per share, with individual sale prices ranging from $57.73 to $58.73. After this transaction, the trust holds 8,725 shares beneficially for her. The filing also notes that this figure excludes 8,994 shares owned directly by the reporting person, indicating that she continues to hold a meaningful personal stake in TXNM alongside the trust position.

TXNM: A shareholder filed a Form 144 notice to sell up to 1,800 shares of common stock, reflecting an aggregate market value of $103,932.18. The approximate sale date is 11/14/2025, with trades indicated for the NYSE through Morgan Stanley Smith Barney LLC.

The shares were acquired on 05/12/2021 via restricted stock vesting under a registered plan.

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. reported higher third‑quarter results while year‑to‑date earnings trailed last year. For Q3 2025, electric operating revenues were $647,162 thousand versus $569,256 thousand a year ago, driven by stronger billed activity. Operating income rose to $202,870 thousand from $191,080 thousand. Net earnings were essentially flat at $136,304 thousand compared with $136,398 thousand, as higher costs and interest kept profit growth in check.

For the first nine months of 2025, electric operating revenues reached $1,632,374 thousand versus $1,494,235 thousand, but net earnings declined to $175,114 thousand from $238,728 thousand. Key headwinds included higher cost of energy ($531,846 thousand vs $425,919 thousand) and increased interest charges ($205,713 thousand vs $169,254 thousand). As of October 24, 2025, TXNM had 108,921,356 common shares outstanding.

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.

Brian Iverson, listed as General Counsel and SVP Regulatory & Public Policy of TXNM Energy Inc. (TXNM), reported transactions dated 09/16/2025. On that date 4,650 restricted stock rights vested, each representing one share, and the reporting person acquired 4,650 shares with a $0 price basis on vesting. The company withheld 1,407 shares$56.63 per share, leaving the reporting person with 6,736 shares09/18/2025. The filing explains the companys modified share withholding procedure and that restricted units vest in three equal annual installments.