TXNM Energy Files 8-K: Shareholder Votes & Financials

TL;DR

TXNM Energy dropped an 8-K: shareholder votes, Reg FD, and financials are in. Check it.

AI Summary

TXNM Energy, Inc. (formerly PNM Resources Inc.) filed an 8-K on August 28, 2025, reporting on matters submitted to a vote of security holders, Regulation FD disclosures, and financial statements. The company, incorporated in New Mexico, is headquartered in Albuquerque and operates in the electric services sector.

Why It Matters

This filing provides crucial updates on shareholder decisions and financial reporting, offering insights into the company's governance and operational status.

Risk Assessment

Risk Level: low — This is a routine 8-K filing for corporate reporting and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• 001-32462 — SEC File Number (Identifies the company's filings with the SEC.)
• 85-0468296 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• TXNM Energy, Inc. (company) — Registrant
• PNM Resources Inc. (company) — Former company name
• Manzano Corp (company) — Former company name
• Albuquerque (location) — Principal executive office city
• New Mexico (location) — State of incorporation
• August 28, 2025 (date) — Date of report
• 4911 (industry_code) — Standard Industrial Classification for Electric Services
• 001-32462 (commission_file_number) — SEC file number
• 85-0468296 (ein) — IRS Employer Identification No.

FAQ

Filing Documents

• pnm-20250828.htm (8-K) — 38KB
• a08282025txnmex991.htm (EX-99.1) — 11KB
• image_0a.jpg (GRAPHIC) — 25KB
• 0001108426-25-000102.txt ( ) — 229KB
• pnm-20250828.xsd (EX-101.SCH) — 2KB
• pnm-20250828_def.xml (EX-101.DEF) — 14KB
• pnm-20250828_lab.xml (EX-101.LAB) — 25KB
• pnm-20250828_pre.xml (EX-101.PRE) — 15KB
• pnm-20250828_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 28, 2025, TXNM Energy, Inc. ("TXNM") held a special meeting of shareholders (the "Special Meeting"). At the Special Meeting, TXNM's shareholders voted on the following proposals set forth in TXNM's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on July 21, 2025, as supplemented and amended by the definitive additional materials filed with the SEC on August 19, 2025 (the "Proxy Statement"), relating to the proposed acquisition of TXNM by affiliates of Blackstone Infrastructure Partners L.P. As of the close of business on July 17, 2025, the record date for the Special Meeting, TXNM had a total of 105,378,979 shares of common stock outstanding and entitled to vote at the Special Meeting, of which 93,339,040 shares were represented at the Special Meeting in person or by proxy. TXNM did not receive notice that any shareholder intended to seek dissenter's rights, which a shareholder who wanted to pursue dissenter's rights was required to do by New Mexico corporation law. Set forth below are the final voting results for each of the proposals submitted to a vote of TXNM's shareholders at the Special Meeting. Under state law abstentions have the effect of a vote against the matter. A detailed discussion of each of these proposals can be found in the Proxy Statement. Proposal 1: Merger Proposal TXNM's shareholders approved the Agreement and Plan of Merger, dated as of May 18, 2025, by and among TXNM, Troy ParentCo LLC, and Troy Merger Sub Inc. (the "Merger Agreement"), by the vote indicated below: Votes For Votes Against Abstentions Broker Non-Votes 92,921,678 347,430 69,932 0 Proposal 2: Advisory Vote on Merger-Related Compensation TXNM's shareholders approved, on a non-binding, advisory basis, certain compensation arrangements for TXNM's named executive officers in connection with the merger contemplated by the Merger Agreement, by the

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 28, 2025, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 99.1 Press Rele ase, dated August 28, 2025 . 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 28, 2025 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

View Full Filing

View this 8-K filing on SEC EDGAR