Other Events. On August 31, 2026, TXNM entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter 7,079,646 shares of its common stock, no par value, in connection with an underwritten public offering (the “Offering”) at a purchase price of $55.935 per share. The Offering closed on September 2, 2026. The Company received net proceeds from the Offering of a…

Entry into a Material Definitive Agreement. Public Service Company of New Mexico (“PNM”) 2026 Note Purchase Agreement On August 19, 2026, PNM, a wholly-owned subsidiary of TXNM Energy, Inc. (“TXNM”), entered into a Note Purchase Agreement (the “PNM Note Purchase Agreement”) with the institutional investor parties thereto for the sale of $200.0 million aggregate principal amount of senior unsecured notes in the following series and denominations: (i) $115.0 million aggregate principal amount o…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Results of Operations and Financial Condition. On July 31, 2026, TXNM Energy, Inc., Public Service Company of New Mexico, and Texas-New Mexico Power Company (collectively, the “Company”) issued a press release announcing results of operations for the three and six months ended June 30, 2026. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The Company's press release and other communications from time to time may include certain financial measures…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by this item is included in

Entry into a Material Definitive Agreement. PNM Term Loan On July 21, 2026, Public Service Company of New Mexico (“PNM”), a wholly-owned subsidiary of TXNM Energy, Inc., entered into a $195.0 million term loan agreement (the “Term Loan”), among PNM, the lenders party thereto and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent (the “Administrative Agent”). The Term Loan is effective as of July 21, 2026, and must be repaid on or before January 21, 2028 (the “Maturit…

Entry into a Material Definitive Agreement. As previously disclosed, on May 18, 2025, TXNM Energy, Inc., a New Mexico corporation (“TXNM”), Troy ParentCo LLC, a Delaware limited liability company (the “Parent”), and Troy Merger Sub Inc., a New Mexico corporation and an indirect wholly owned subsidiary of Parent (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into TXNM, with TXNM surviving the Merger as…

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 Securities Exchange Act of 1934, as amended (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. Forward-Looking Statements Statements…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by this item is included in

Other Events. As previously disclosed, on May 18, 2025, TXNM Energy, Inc., a New Mexico corporation (“TXNM”), Troy ParentCo, LLC (the “Parent”), and Troy Merger Sub Inc. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into TXNM, with TXNM surviving the Merger as a direct wholly owned subsidiary of Parent (the “Merger”). Concurrently with the execution of the Merger Agreement, TXNM and Troy TopCo LP (“P…

Results of Operations and Financial Condition. On May 1, 2026, TXNM Energy, Inc., Public Service Company of New Mexico, and Texas-New Mexico Power Company (collectively, the “Company”) issued a press release announcing results of operations for the three months ended March 31, 2026. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The Company's press release and other communications from time to time may include certain financial measures that are…

The filing describes compensatory arrangements and the approval of an annual incentive plan for named executive officers.

Entry into a Material Definitive Agreement. On March 3, 2026, TXNM Energy, Inc. (the “Company”) entered into a Distribution Agreement (the “Distribution Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”) and Bank of America, N.A., MUFG Securities EMEA plc and The Bank of Nova Scotia, as Forward Purchasers (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”), pursua…

Results of Operations and Financial Condition. On February 27, 2026, TXNM Energy, Inc., Public Service Company of New Mexico, and Texas-New Mexico Power Company (collectively, the “Company”) issued a press release announcing results of operations for the three months and year ended December 31, 2025. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The Company's press release and other communications from time to time may include certain financial…

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 “Securi…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

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. Forward‑Looking Statements Statements made in this Current Report on Form 8-K for TXNM that relate to future events o…

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”) d…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Regulation FD Disclosure. On December 2, 2025, TXNM Energy, Inc. (the “Company”) commenced marketing for a potential offering of fixed-to-fixed reset rate junior subordinated notes (the “Notes”) in a private offering (1) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (2) outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act (the “…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry into a Material Definitive Agreement. On November 18, 2025, TXNM Energy, Inc.’s indirect wholly-owned subsidiary, Texas-New Mexico Power Company (“TNMP”), agreed to issue $70,000,000 aggregate principal amount of its 4.69% First Mortgage Bonds, due December 18, 2031, Series 2025H (the “Bonds”) in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds will be sold by TNMP to institutional accredited…

Entry into a Material Definitive Agreement. PNM Term Loan On November 10, 2025, Public Service Company of New Mexico (“PNM”), a wholly-owned subsidiary of TXNM Energy, Inc., entered into a $120.0 million term loan agreement (the “Term Loan”), among PNM, the lenders party thereto and U.S. Bank National Association, as administrative agent (the “Administrative Agent”). The Term Loan is effective as of November 10, 2025, and must be repaid on or before May 10, 2027 (the “Maturity Date”). PNM exp…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by this item is included in

Entry into a Material Definitive Agreement. On November 6, 2025, TXNM Energy, Inc.’s indirect wholly-owned subsidiary, Texas-New Mexico Power Company (“TNMP”), entered into the Twenty-Fifth Supplemental Indenture, dated as of November 6, 2025 (the “Twenty-Fifth Supplemental Indenture”) to supplement 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 Ne…