Txnm Energy Inc 8-K Filing

FAQ

Key Financial Figures

• $350,000,000 — XNM Energy, Inc. (the "Company") issued $350,000,000 aggregate principal amount of its 7.000

Filing Documents

• pnm-20251210.htm (8-K) — 34KB
• txnm12102025ex41.htm (EX-4.1) — 542KB
• 0001108426-25-000120.txt ( ) — 814KB
• pnm-20251210.xsd (EX-101.SCH) — 2KB
• pnm-20251210_def.xml (EX-101.DEF) — 14KB
• pnm-20251210_lab.xml (EX-101.LAB) — 25KB
• pnm-20251210_pre.xml (EX-101.PRE) — 15KB
• pnm-20251210_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 10, 2025, TXNM Energy, Inc. (the "Company") issued $350,000,000 aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Convertible Notes due 2056 (the "Notes") pursuant to an Indenture (the "Indenture"), dated as of December 10, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes were sold under a Purchase Agreement (the "Purchase Agreement") dated December 8, 2025 among the Company and the initial purchasers party thereto. The Notes are unsecured obligations of the Company and rank junior and subordinate in right of payment to the prior payment in full of the Company's existing and future senior indebtedness. The Notes rank equally in right of payment to the Company's 5.75% Junior Subordinated Convertible Notes due 2054. The Notes will rank equally in right of payment with any future unsecured indebtedness that the Company may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Notes in right of payment. The Notes will bear interest (i) from and including December 10, 2025 to, but excluding, July 31, 2031 (the "First Reset Date") at an annual rate of 7.000% and (ii) from and including the First Reset Date during each Interest Reset Period (as defined in the Indenture) at an annual rate equal to the Five-Year Treasury Rate (as defined in the Indenture) as of the most recent Reset Interest Determination Date (as defined in the Indenture), plus 3.254%; provided, that the interest rate during any Interest Reset Period will not reset below 7.000% (which equals the initial interest rate on the Notes). Interest, subject to the Company's right to defer interest payments, will be payable semi-annually in arrears on January 31 and July 31 of each year, beginning on July 31, 2026. The Notes will mature on July 31, 2056, unless earlier redeemed. So long as no event

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Indenture, dated as of December 10, 2025, between TXNM Energy, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Note, representing the 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 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: December 10, 2025 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

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View this 8-K filing on SEC EDGAR