TXNM Energy (TXNM): Pentwater Capital discloses 5.9% beneficial stake in shares

Rhea-AI Filing Summary

Pentwater Capital Management LP and Matthew Halbower report beneficial ownership of 6,487,500 shares of TXNM Energy, Inc. common stock. This represents 5.9% of the outstanding common stock, based on 110,707,257 shares outstanding as of April 24, 2026, as reported by the company.

The shares are held by certain investment funds advised by Pentwater Capital Management LP, with voting and dispositive power shared and no sole voting or dispositive power reported for either Pentwater or Mr. Halbower. The Pentwater funds have the right to receive dividends and sale proceeds from these shares.

Key Figures

Shares beneficially owned: 6,487,500 shares Percent of class owned: 5.9% Shares outstanding baseline: 110,707,257 shares +2 more

5 metrics

Shares beneficially owned 6,487,500 shares Common Stock of TXNM Energy, Inc. reported by the Reporting Persons

Percent of class owned 5.9% Ownership percentage of TXNM common stock reported by the Reporting Persons

Shares outstanding baseline 110,707,257 shares TXNM common stock outstanding as of April 24, 2026

Shared voting power 6,487,500 shares Shares over which the Reporting Persons have shared voting power

Shared dispositive power 6,487,500 shares Shares over which the Reporting Persons have shared power to dispose

Key Terms

beneficial owner, shared voting power, shared dispositive power, investment adviser, +1 more

5 terms

beneficial owner financial

"the beneficial owner of the securities reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 6,487,500.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 6,487,500.00"

investment adviser financial

"the investment adviser to certain funds (the "Pentwater Funds")"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

percent of class financial

"Percent of class: 5.9%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What stake does Pentwater Capital Management report in TXNM (TXNM Energy, Inc.)?

Pentwater Capital Management reports beneficial ownership of 6,487,500 shares of TXNM Energy common stock, representing 5.9% of the outstanding shares based on 110,707,257 shares outstanding as of April 24, 2026.

Who are the reporting persons in the TXNM Schedule 13G filing?

The reporting persons are Pentwater Capital Management LP, an investment adviser to certain funds, and Matthew Halbower, its related controlling person. They report on shares held by investment funds they advise, not personal holdings of operating insiders.

How many TXNM shares are outstanding for the 5.9% ownership calculation?

The 5.9% ownership is calculated using 110,707,257 shares of TXNM Energy common stock outstanding as of April 24, 2026, as reported in the company’s Quarterly Report for the period ended March 31, 2026.

Does Pentwater have sole or shared voting power over TXNM shares?

The filing reports 0 shares with sole voting power and 6,487,500 shares with shared voting power, meaning voting authority over all reported TXNM shares is shared rather than held solely by any one reporting person.

Who is entitled to dividends and sale proceeds from the TXNM shares?

The Pentwater Funds advised by Pentwater Capital Management have the right to receive or direct the receipt of dividends and proceeds from the sale of the 6,487,500 TXNM Energy shares reported in the filing.

What is Matthew Halbower’s role in relation to TXNM shares reported?

Matthew Halbower is the sole shareholder of MCH PWCM Holdings Inc., the general partner of Pentwater Capital Management LP, and is a reporting person with shared voting and dispositive power over the 6,487,500 TXNM shares held by the Pentwater Funds.

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Available on EDGAR 08/14/2026 - 04:29 PM Accepted by SEC EDGAR 08/14/2026 - 04:23 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

TXNM Energy, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

69349H107

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 69349H107

1

Names of Reporting Persons

Pentwater Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,487,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,487,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,487,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 69349H107

1

Names of Reporting Persons

Matthew Halbower

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,487,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,487,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,487,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TXNM Energy, Inc.
(b)	Address of issuer's principal executive offices: 414 Silver Ave. SW, Albuquerque, New Mexico 87102-3289
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Pentwater Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds (the "Pentwater Funds"), with respect to the shares of common stock, no par value per share ("Common Stock"), of TXNM Energy, Inc., a New Mexico corporation (the "Company"), directly held by the Pentwater Funds; and (ii) Mr. Matthew Halbower ("Mr. Halbower"), the sole shareholder of MCH PWCM Holdings Inc., the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Pentwater Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Halbower is a citizen of the United States.
(d)	Title of class of securities: Common Stock, no par value per share
(e)	CUSIP Number(s): 69349H107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 110,707,257 shares of Common Stock outstanding as of April 24, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 1, 2026.
(b)	Percent of class: 5.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Pentwater Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pentwater Capital Management LP

Signature:	/s/ Matthew Halbower
Name/Title:	By: MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer
Date:	08/14/2026

Matthew Halbower

Signature:	/s/ Matthew Halbower
Name/Title:	Matthew Halbower, individually
Date:	08/14/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement