Every material Form 8-K TXNM Energy has filed with the SEC since August 15, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
TXNM Energy reported third quarter 2026 GAAP earnings of $1.50 per diluted share, up from $1.22 a year earlier, and ongoing earnings of $1.62 per diluted share, up from $1.33. The company will not issue earnings guidance while its proposed acquisition by Blackstone Infrastructure is pending, and it expects the deal to close in the first half of 2027, subject to New Mexico regulatory approval.
Q3 2026 GAAP net earnings attributable to TXNM were $163.4 million, versus $130.7 million in Q3 2025.
Q3 2026 electric operating revenues were $733.3 million, versus $647.2 million in Q3 2025.
Q3 2026 GAAP earnings included $14.7 million of net unrealized losses on investment securities and $9.3 million of merger-related costs.
The Blackstone deal price is $61.25 per share; the NMPRC evidentiary hearings are scheduled for January 19 through February 1, 2027.
TXNM Energy disclosed that hearing examiners at the New Mexico Public Regulation Commission published a revised procedural schedule for the merger application on October 27, 2026. Evidentiary hearings are set for January 19 to February 1, 2027. TXNM still expects the merger with Troy ParentCo to close in the first half of 2027, but says it cannot predict the outcome.
NMPRC hearing examiners set evidentiary hearings for January 19 to February 1, 2027
The merger still requires NMPRC approval and satisfaction or waiver of customary conditions
TXNM continues to anticipate the merger closing in the first half of 2027
Two TXNM Energy subsidiaries raised debt in private placements on August 19, 2026. PNM sold $200.0 million of senior unsecured notes, and TNMP issued $150 million of first mortgage bonds in two series. The filing states the proceeds will repay existing and short-term debt, fund capital expenditures and support general corporate purposes, and it says the Blackstone Infrastructure Partners transaction would not trigger a change-in-control obligation under either set of debt.
PNM sold $200.0 million of senior unsecured notes in Series A ($115.0 million, 5.44%, due 2029), Series B ($50.0 million, 5.82%, due 2034) and Series C ($35.0 million, 6.12%, due 2038)
TNMP issued $75,000,000 of 5.23% first mortgage bonds due September 1, 2031 and $75,000,000 of 5.46% bonds due September 1, 2033
Both debt issues include a debt-to-capitalization covenant of 65% or less, and interest is paid semiannually beginning in 2027
The filing states the proposed Blackstone Infrastructure Partners transaction would not constitute a change in control under the notes or bonds
TXNM Energy reported second-quarter 2026 GAAP earnings of $0.64 per diluted share, up from $0.22 a year earlier, and ongoing earnings of $0.58 per diluted share, up from $0.25. Electric operating revenues rose to $548.6 million from $502.4 million, but the company will not issue earnings guidance while its proposed $61.25-per-share acquisition by Blackstone Infrastructure is pending, and the agreement's termination date was extended to May 31, 2027.
Q2 2026 GAAP net earnings attributable to TXNM were $71.3 million, versus $21.6 million in Q2 2025.
Q2 2026 ongoing diluted EPS was $0.58, versus $0.25; PNM rose to $0.30 from $0.12 and TNMP to $0.39 from $0.27.
Blackstone Infrastructure agreement termination date extended to May 31, 2027; closing anticipated in the first half of 2027, subject to NMPRC and other approvals.
TXNM does not plan to issue earnings guidance during the pendency of the proposed transaction.
PNM, a wholly-owned subsidiary of TXNM Energy, entered into a $195.0 million term loan agreement on July 21, 2026, with Canadian Imperial Bank of Commerce, New York Branch, as administrative agent. PNM expects to use the proceeds to refinance its 2025 term loan, which matures on July 21, 2026, and the new loan must be repaid by January 21, 2028.
Loan amount: $195.0 million, effective July 21, 2026
Maturity date: January 21, 2028
Proceeds to refinance the balance under PNM's 2025 term loan maturing July 21, 2026
Covenant requires consolidated debt-to-capitalization of no more than 0.65 to 1.00 at each fiscal quarter end
TXNM Energy and Blackstone Infrastructure extended the merger agreement's termination date to May 31, 2027, and TXNM entered into a $400 million term loan to repay Blackstone-affiliated buyer Troy TopCo LP for a 2025 stock sale that the New Mexico regulator declared void. The merger still needs approvals from the Nuclear Regulatory Commission and the New Mexico Public Regulation Commission, and TXNM plans to repay the loan by issuing common stock, which could dilute existing shareholders.
Merger termination date extended to May 31, 2027; if payable, the Parent Termination Fee is reduced from $350 million to $175 million.
$400 million TXNM 2026 Term Loan with Wells Fargo as administrative agent, maturing January 17, 2029, used solely to repay the $400 million PIPE purchase.
The NMPRC declared the PIPE Transaction void in a final order dated July 2, 2026.
TXNM plans to issue common stock for $400 million gross proceeds at no less than $50.00 per share to repay the loan; the press release estimates closing in the first half of 2027.
TXNM Energy reported first-quarter 2026 results, with GAAP diluted earnings per share of $0.03, down from $0.10 a year earlier, and ongoing diluted EPS of $0.21, up from $0.19. The company will not issue 2026 earnings guidance while its proposed acquisition by Blackstone Infrastructure is pending, and it updated its 2026-2030 capital plan to $10.2 billion.
GAAP net earnings attributable to TXNM Energy were $3.7 million, versus $8.9 million in Q1 2025.
Ongoing net earnings were $23.8 million, versus $18.1 million in Q1 2025.
No 2026 earnings guidance will be issued during the pendency of the Blackstone Infrastructure transaction, which the company expects to close in the second half of 2026.
The updated 2026-2030 consolidated capital investment plan totals $10.2 billion.
TXNM Energy's Board approved a 2026 Officer Annual Incentive Plan and a 2026 Long-Term Incentive Plan on February 26, 2026, on the Compensation Committee's recommendation. The plans set how named executive officers can earn cash bonuses and equity awards, with payouts tied to earnings per share and other goals. The filing gives no new financial results, and the plans carry no direct cost figures in the filing.
Annual Incentive Plan covers January 1 to December 31, 2026; awards require a threshold Incentive Earnings Per Share and are payable by March 15, 2027
Award opportunities under the annual plan range from 57.5% to 230% of base salary for the Executive Chair and President and CEO
2026 LTIP covers January 1, 2026 to December 31, 2028; 70% of awards are performance shares and 30% are time-vested restricted stock rights
Restricted stock rights vest 33% on March 7, 2027, 34% on March 7, 2028 and 33% on March 7, 2029
TXNM Energy entered a Distribution Agreement on March 3, 2026, allowing it to sell up to $125 million of common stock through sales agents, with optional forward stock purchase transactions. The company is not obligated to make any sales, and the filing does not say how much stock has been sold. Sales would add shares outstanding, which could dilute existing shareholders, though the proceeds would support the company's funding needs.
Aggregate sales price capped at $125 million of common stock, no par value, through BofA Securities, MUFG Securities Americas and Scotia Capital (USA) as sales agents
Company pays sales agents a commission of up to 2% of gross sales price, plus certain expenses
Sales will be made under a Form S-3ASR that became automatically effective on February 28, 2025, with a prospectus supplement dated March 3, 2026
Company may elect cash or net share settlement of forward agreements, and forward purchasers can accelerate settlement
TXNM Energy reported 2025 results on February 27, 2026. Electric operating revenues rose to $2.17 billion from $1.97 billion, but GAAP net earnings attributable to TXNM fell to $151.4 million from $242.2 million, and ongoing EPS dropped to $2.33 from $2.74. The company will not issue 2026 earnings guidance while its proposed $61.25-per-share acquisition by Blackstone Infrastructure is pending.
GAAP diluted EPS was $1.48 in 2025 versus $2.67 in 2024; ongoing diluted EPS was $2.33 versus $2.74.
Electric operating revenues were $2.17 billion in 2025 versus $1.97 billion in 2024.
GAAP 2025 results included a $58.8 million pension settlement charge and $43.1 million of costs related to the planned transaction.
No 2026 earnings guidance will be issued during the Blackstone transaction; closing is expected in the second half of 2026.
Texas-New Mexico Power Company, an indirect subsidiary of TXNM Energy, issued $70 million of 4.69% First Mortgage Bonds due December 18, 2031, in a private placement on December 18, 2025, with proceeds to repay short-term debt and fund general corporate purposes. On December 19, 2025, TXNM, PNM and TNMP amended their revolving credit agreements to exclude the closing of the pending merger from change-of-control defaults, and extended the maturities of those facilities to March 29, 2030.
$70 million 4.69% First Mortgage Bonds, Series 2025H, due December 18, 2031, issued December 18, 2025
Proceeds to repay short-term debt and for general corporate purposes, including projected capital expenditures
Revolver amendments on December 19, 2025 extended maturities to March 29, 2030; one lender per facility declined to extend, including $34.6 million at TXNM, $45.9 million at PNM and $23.0 million at TNMP
TNMP revolver increased to up to $300.0 million; the filing says the proposed Blackstone Infrastructure transaction would not be a change in control under the 2025H bonds
TXNM Energy issued $350 million of 7.000% junior subordinated convertible notes due 2056 on December 10, 2025, under an indenture with U.S. Bank Trust Company as trustee. The notes are unsecured, rank junior to the company's senior debt, and carry a 7.000% fixed rate until July 31, 2031, after which the rate resets based on the Five-Year Treasury Rate plus 3.254%, with a floor of 7.000%. The filing does not report a financial result, but the offering adds $350 million of long-term debt-like obligation that ranks behind senior creditors.
Principal amount of $350,000,000, issued December 10, 2025 under a purchase agreement dated December 8, 2025
Fixed 7.000% interest rate until July 31, 2031; semi-annual payments beginning July 31, 2026, with the option to defer for up to 20 consecutive periods
Notes mature July 31, 2056, and the company may redeem them from the First Reset Date (July 31, 2031) or earlier in specified tax or rating-agency events
Texas-New Mexico Power Company, an indirect subsidiary of TXNM Energy, agreed on November 18, 2025 to sell $70 million of 4.69% First Mortgage Bonds due December 18, 2031 in a private placement. Proceeds will repay short-term debt and fund general corporate purposes, including projected capital expenditures. The filing is a routine debt financing, though the bonds carry covenants such as a maximum consolidated indebtedness ratio of 0.65 to 1.0.
Principal: $70 million, Series 2025H, fixed rate of 4.69% per year
Issuance expected on or before December 18, 2025; maturity December 18, 2031
Interest payable semiannually on January 31 and July 31, starting July 31, 2026
Proceeds to repay short-term debt and fund general corporate purposes; the filing notes the proposed Blackstone Infrastructure transaction would not trigger a change-of-control repurchase under the bonds
PNM, a wholly-owned subsidiary of TXNM Energy, entered into a $120.0 million term loan agreement on November 10, 2025, with U.S. Bank National Association as administrative agent. PNM expects to use the proceeds to refinance part of its 2024 Term Loan, which matures on November 10, 2025, so the filing shows routine debt refinancing rather than a change in operations.
Term loan of $120.0 million, effective November 10, 2025, with a maturity date of May 10, 2027
Proceeds expected to refinance a portion of balances under PNM's 2024 Term Loan maturing November 10, 2025
Includes a debt-to-consolidated capitalization covenant of 0.65 to 1.00 tested at each fiscal quarter end, plus cross default and change of control provisions
On November 6, 2025, TNMP, an indirect subsidiary of TXNM Energy, entered into a Twenty-Fifth Supplemental Indenture to its First Mortgage Indenture with U.S. Bank Trust Company as trustee. The amendment changes certain financial reporting requirements, revises change-in-control definitions in several earlier supplemental indentures, and adds a covenant to provide financial statements to holders of Fifth Supplemental Indenture bonds. The filing says TNMP obtained the required bondholder consents.
Agreement dated November 6, 2025, supplements the First Mortgage Indenture dated March 23, 2009.
Amends change-in-control definitions in ten earlier supplemental indentures, dated 2019 through 2025.
Adds a covenant to make annual and quarterly TNMP financial statements available to Fifth Supplemental Indenture bondholders, dated April 3, 2013.
The filing does not disclose any dollar amounts or financial results.
TXNM Energy reported third quarter 2025 results, with GAAP diluted earnings per share of $1.22 versus $1.45 a year earlier and ongoing diluted EPS of $1.33 versus $1.43. Electric operating revenues rose to $647.2 million from $569.3 million, but the company said it is not affirming its previously issued 2025 earnings guidance and does not plan to issue revised guidance during the pending Blackstone Infrastructure acquisition, which shareholders approved on August 28, 2025.
GAAP diluted EPS was $1.22 in Q3 2025 versus $1.45 in Q3 2024; ongoing diluted EPS was $1.33 versus $1.43.
Electric operating revenues were $647.2 million versus $569.3 million, while GAAP net earnings attributable to TXNM were $130.7 million versus $131.2 million.
TXNM is not affirming its 2025 earnings guidance and does not plan to issue revised guidance during the pending transaction.
The Blackstone Infrastructure deal at $61.25 per share is expected to close in the second half of 2026, subject to regulatory approvals.
TXNM Energy entered a Distribution Agreement allowing it to sell up to $200 million of common stock through a group of sales agents, with optional forward stock purchase arrangements. The company is not obligated to sell any shares, and sales will depend on market conditions and its capital needs, so the filing signals possible new equity issuance that could dilute existing shareholders.
Up to $200 million of common stock may be sold from time to time through BofA Securities, MUFG Securities Americas, RBC Capital Markets and Scotia Capital (USA) as sales agents.
Sales agents may be paid commissions of up to 2% of the gross sales price of shares sold.
Shares will be offered under an S-3ASR registration statement that became automatically effective on February 28, 2025, supplemented by a prospectus supplement dated August 15, 2025.
The company may also enter forward stock purchase agreements and expects to settle them physically, with proceeds received upon future settlement.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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