Txnm Energy Inc 8-K Filing

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Key Financial Figures

• $70,000,000 — w Mexico Power Company ("TNMP"), issued $70,000,000 aggregate principal amount of its 4.69%
• $300.0 million — "TXNM Revolver Amendment") amending its $300.0 million revolving credit agreement (as amended,
• $34.6 million — rs declined to extend its commitment of $34.6 million in the TXNM Revolver by one additional
• $400.0 million — Amendment") amending and restating its $400.0 million revolving credit agreement (as amended,
• $45.9 million — rs declined to extend its commitment of $45.9 million in the PNM Revolver by one additional y
• $200.0 million — "TNMP Revolver Amendment") amending its $200.0 million revolving credit agreement (as amended,
• $23.0 million — rs declined to extend its commitment of $23.0 million in the TNMP Revolver by one additional
• $91,937,638 — of the Plan to pay a single premium of $91,937,638 (the "Premium Amount") to DLIC, after t
• $60 million — h charge to net income of approximately $60 million. The information in this Item 7.01 is

Filing Documents

• pnm-20251219.htm (8-K) — 59KB
• txnm12192025ex41.htm (EX-4.1) — 214KB
• txnm12192025ex42.htm (EX-4.2) — 116KB
• txnm12192025ex101.htm (EX-10.1) — 1052KB
• txnm12192025ex102.htm (EX-10.2) — 1026KB
• txnm12192025ex103.htm (EX-10.3) — 1071KB
• image_2.jpg (GRAPHIC) — 6KB
• 0001108426-25-000122.txt ( ) — 4302KB
• pnm-20251219.xsd (EX-101.SCH) — 3KB
• pnm-20251219_def.xml (EX-101.DEF) — 15KB
• pnm-20251219_lab.xml (EX-101.LAB) — 27KB
• pnm-20251219_pre.xml (EX-101.PRE) — 16KB
• pnm-20251219_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. TNMP Twenty-Sixth Supplemental Indenture and Series 2025H Bonds On December 18, 2025, TXNM Energy, Inc.'s ("TXNM") indirect wholly-owned subsidiary, Texas-New Mexico Power Company ("TNMP"), issued $70,000,000 aggregate principal amount of its 4.69% First Mortgage Bonds, due December 18, 2031, Series 2025H (the "2025H Bonds") in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). The 2025H Bonds were sold by TNMP to institutional accredited investors (as defined by Rule 501(a) of the Securities Act) pursuant to a Bond Purchase Agreement dated November 18, 2025 (the "Bond Purchase Agreement"). A copy of the Bond Purchase Agreement was filed as Exhibit 10.1 to the Form 8-K filed on November 18, 2025. TNMP will apply the proceeds of the 2025H Bonds for the repayment of short-term debt and other general corporate purposes, including projected capital expenditures. The 2025H Bonds were issued pursuant to TNMP's First Mortgage Indenture dated as of March 23, 2009 (the "First Mortgage Indenture"), between TNMP and U.S. Bank Trust Company, National Association (as ultimate successor to The Bank of New York Mellon Trust Company, N.A.), as trustee, (the "Trustee"), as previously supplemented and amended and as further supplemented by the Twenty-Sixth Supplemental Indenture thereto, dated as of December 18, 2025, between TNMP and the Trustee (the "Twenty-Sixth Supplemental Indenture" and, together with the First Mortgage Indenture, the "Indenture"). The 2025H Bonds are secured by a first mortgage lien on substantially all of TNMP's property, subject to excepted encumbrances, reservations, contracts and other exceptions as are permitted by the Indenture, and rank equally in right of payment with all other securities theretofore or thereafter issued under the First Mortgage Indenture. Interest on the 2025H Bonds is payable semiannually o

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As previously disclosed by TXNM in a Current Report on Form 8-K furnished with the Securities and Exchange Commission on December 2, 2025, the Company and PNM were evaluating a potential pension risk transfer transaction (the "Pension Transfer") that would involve the purchase of one or more group annuity contracts from an insurance company to assume a portion of the obligations under the PNM Resources, Inc. Employees' Retirement Plan (the "Plan") related to PNM's previously disposed of gas distribution business. As a result of such evaluation, and pursuant to the terms of a commitment agreement (the "Commitment Agreement") entered into on December 11, 2025 between the Company and Delaware Life Insurance Company ("DLIC"), on December 18, 2025, the Company irrevocably directed the trustee of the Plan to pay a single premium of $91,937,638 (the "Premium Amount") to DLIC, after the receipt of which DLIC irrevocably committed to making payments owed to covered retirees and beneficiaries under the Plan effective January 1, 2026. Furthermore, under the terms of the Commitment Agreement, DLIC will provide the Company with a nonparticipating single-premium group annuity contract in connection with the transfer and settlement of pension liabilities associated with certain benefits arising under the Plan. In connection with the transactions relating to the Pension Transfer described herein, PNM expects to incur a non-cash charge to net income of approximately $60 million. The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ForwardLooking Statements

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Twenty-Sixth Supplemental Indenture, dated as of December 18, 2025, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Twenty-Seventh Supplemental Indenture, dated as of December 19, 2025, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee. 10.1 Fifteenth Amendment to Credit Agreement, dated as of December 19, 2025, among TXNM Energy, Inc., the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent. 10.2 Eighth Amendment to Credit Agreement, dated as of December 19, 2025, among Public Service Company of New Mexico, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent. 10.3 Second Amendment to Credit Agreement, dated as of December 19, 2025, among Texas-New Mexico Power Company, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent. 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 registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. TXNM ENERGY, INC. PUBLIC SERVICE COMPANY OF NEW MEXICO TEXAS-NEW MEXICO POWER COMPANY (Registrants) Date: December 19, 2025 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

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