TXNM Energy Files 8-K: Agreements, Bylaw Changes, Fiscal Year Update

TL;DR

TXNM Energy filed an 8-K on 8/5/24 covering new deals, bylaw changes, and a fiscal year update.

AI Summary

On August 5, 2024, TXNM Energy, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, amendments to its articles of incorporation or bylaws, and a change in its fiscal year. The filing also addresses Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by TXNM Energy, Inc., including potential new agreements and internal structural changes that could impact its operations and financial reporting.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and changes to corporate governance, which can introduce new risks or alter existing ones.

Key Players & Entities

• TXNM Energy, Inc. (company) — Registrant
• August 5, 2024 (date) — Date of earliest event reported
• 414 Silver Ave. SW Albuquerque, New Mexico 87102-3289 (address) — Principal Executive Offices
• 5052412700 (phone_number) — Business Phone
• PNM RESOURCES INC (company) — Former Company Name
• MANZANO CORP (company) — Former Company Name

FAQ

Key Financial Figures

• $100 million — d Agreement"), was increased from up to $100 million to up to $300 million (the "ATM Upsize"
• $300 million — reased from up to $100 million to up to $300 million (the "ATM Upsize"). As of August 5, 202
• $9,993,513 — or an aggregate offering sales price of $9,993,513 under the Distribution Agreement, leavi
• $290,006,487 — ining aggregate offering sales price of $290,006,487 available for sale under the Distributi

Filing Documents

• pnm-20240805.htm (8-K) — 43KB
• txnm08052024ex31.htm (EX-3.1) — 7KB
• txnm08052024ex32.htm (EX-3.2) — 117KB
• txnm08052024ex51.htm (EX-5.1) — 32KB
• txnm08052024ex102.htm (EX-10.2) — 37KB
• txnm08052024ex991.htm (EX-99.1) — 9KB
• image_0.jpg (GRAPHIC) — 25KB
• image_1.jpg (GRAPHIC) — 35KB
• 0001108426-24-000082.txt ( ) — 537KB
• pnm-20240805.xsd (EX-101.SCH) — 2KB
• pnm-20240805_def.xml (EX-101.DEF) — 16KB
• pnm-20240805_lab.xml (EX-101.LAB) — 28KB
• pnm-20240805_pre.xml (EX-101.PRE) — 17KB
• pnm-20240805_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2024, TXNM Energy, Inc. (formerly PNM Resources, Inc.) (the "Company") entered into an amendment (the "ATM Amendment") to that certain Distribution Agreement, dated May 6, 2024 (as amended by the ATM Amendment, the "Distribution Agreement") among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (collectively, the "Sales Agents") and Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, N.A. (collectively, the "Forward Purchasers"). Pursuant to the ATM Amendment, the aggregate offering sales price of shares of the Company's common stock, no par value (the "Shares"), which the Company may sell and issue through the Sales Agents, pursuant to agency and principal transactions and/or the Forward Purchasers, in forward stock purchase transactions evidenced by separate letter agreements (each, a "Forward Agreement"), was increased from up to $100 million to up to $300 million (the "ATM Upsize"). As of August 5, 2024, the Company has sold 262,025 Shares for an aggregate offering sales price of $9,993,513 under the Distribution Agreement, leaving a remaining aggregate offering sales price of $290,006,487 available for sale under the Distribution Agreement. Also on August 5, 2024, the Company filed supplement no. 1 ("Supplement No. 1"), dated August 5, 2024, to the prospectus supplement, dated May 6, 2024 (the "Prospectus Supplement"), with the Securities and Exchange Commission in connection with the ATM Upsize. The offer and sales of the Shares, if any, made pursuant to the Distribution Agreement and any Forward Agreement, will be made under the Company's Registration Statement on Form S-3ASR, which was previously filed with the Securities and Exchange Commission and became automatically effec

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment of Articles of Incorporation Effective 5:00 p.m. Eastern Time on August 2, 2024 (the "Effective Time"), the Company amended its Articles of Incorporation (the "Articles of Incorporation") by filing Articles of Amendment to the Articles of Incorporation (the "Articles Amendment") with the New Mexico Secretary of State to (i) change its name to TXNM Energy, Inc. (the "Name Change") and (ii) to increase the number of authorized shares of the Company's common stock, no par value, from 120,000,000 shares to 200,000,000 shares (the "Share Increase"). There were no other changes to the Company's Articles of Incorporation other than the Name Change and the Share Increase. The Name Change and Share Increase do not affect the rights of the Company's shareholders. On August 5, 2024, subsequent to the effectiveness of the Articles Amendment, the Company restated its Articles of Incorporation, as amended by the Articles Amendment, by filing Restated Articles of Incorporation with the New Mexico Secretary of State (the "Restated Articles of Incorporation"). The Name Change and Share Increase previously were approved by the Company's Board of Directors in March 2024 and by the shareholders at the 2024 annual shareholders' meeting (the "Annual Meeting") on June 4, 2024 and are described in detail in the Company's Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 22, 2024. Amendment and Restatement of Bylaws Additionally, effective as of the Effective Time, the Company's Bylaws were amended and restated (as amended and restated, the "Bylaws") to reflect the change in the Company's name to TXNM Energy, Inc. The foregoing summary of the Restated Articles of Incorporation and the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each document, copies of which are filed as

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 5, 2024, the Company issued a press release in connection with the Name Change and a related change to the Company's New York Stock Exchange ticker symbol. A copy of the Company's press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 7.01.

01 Other Events

Item 8.01 Other Events. As previously announced, in connection with the Name Change, the Company's ticker symbol on the New York Stock Exchange changed from "PNM" to "TXNM" beginning at the opening of trading on the New York Stock Exchange on August 5, 2024. The CUSIP for the Company's common stock remains unchanged as 69349H107.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Restated Articles of Incorporation of TXNM Energy, Inc. 3.2 Bylaws of TXNM Energy, Inc., with all amendments to and including August 2, 2024 5.1 Opinion of Leonard D. Sanchez, Associate General Counsel to the Company, dated August 5, relating the legality of the Shares 10.1 Distribution Agreement, dated May 6, 2024, by and among TXNM Energy, Inc. (formerly PNM Resources, Inc.), BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (each as sales agent) and Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, N.A. (each as forward purchaser) (incorporated by reference to Exhibit 10.1 to TXNM's Current Report on Form 8-K filed May 6, 2024) 10.2 Amendment No. 1 to the Distribution Agreement, dated August 5, 2024, by and among BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital, Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Wells Fargo Bank, N.A. and the Company 23.1 Consent of Leonard D. Sanchez, Associate General Counsel to the Company (included in Exhibit 5.1) 99.1 Press release, dated as of August 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TXNM ENERGY, INC. (Registrant) Date: August 5, 2024 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

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