TXNM ENERGY INCTXNM
TXNM ENERGY INC Debt Disclosure
Financing
The Company’s financing strategy includes both short-term and long-term borrowings. The Company utilizes short-term revolving credit facilities, as well as cash flows from operations, to provide funds for both construction and operating expenditures. Depending on market and other conditions, the Company will periodically sell long-term debt or enter into term loan arrangements and use the proceeds to reduce borrowings under the revolving credit facilities or refinance other debt. Each of the Company’s revolving credit facilities, term loans, and other debt agreements contain a single financial covenant that requires the maintenance of a debt-to-capitalization ratio. For the TXNM agreements this ratio must be maintained at less than or equal to 70%, and for the PNM and TNMP agreements this ratio must be maintained at less than or equal to 65%. The Company’s revolving credit facilities, term loans, and other debt agreements generally also contain customary covenants, events of default, cross-default provisions, and change-of-control provisions.
PNM must obtain NMPRC approval for any financing transaction having a maturity of more than 18 months. In addition, PNM files its annual informational financing filing and short-term financing plan with the NMPRC.
Financing Activities
TXNM
At December 31, 2022, TXNM had $1.0 billion outstanding under the TXNM 2021 Delayed-Draw Term Loan, among TXNM, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent. As discussed below on June 30, 2023, $500.0 million under the TXNM 2021 Delayed Draw Term Loan was prepaid, without penalty, with proceeds from the TXNM 2023 Term Loan. As discussed below, on June 21, 2024, proceeds from the Convertible Notes were used to prepay, without penalty, $449.0 million under the TXNM 2021 Delayed Draw Term Loan. On May 16, 2025, TXNM paid the remaining $51.0 million due under its TXNM 2021 Delayed Draw Term Loan in accordance with its terms.
On November 10, 2022, TXNM entered into a distribution agreement with BofA Securities, Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as sales agents, and Bank of America, N.A., MUFG Securities EMEA plc and Wells Fargo Bank, N.A., as forward purchasers, pursuant to which the Company may sell, from time to time, up to an aggregate
sales price of $200.0 million of its common stock, no par value, through the sales agents (the “TXNM 2022 ATM Program”). Sales of the shares made pursuant to the distribution agreement may be made in “at the market offerings” as defined in Rule 415 of the Securities Act. TXNM did not initially receive any proceeds upon the execution of this agreement.
Throughout 2023, TXNM entered into forward sale agreements, for the sale of shares of TXNM common stock. On December 15, 2023, TXNM physically settled the forward purchases under the TXNM 2022 ATM Program and used the proceeds to repay borrowings under the TXNM Revolving Credit Facility and for other corporate purposes. Cash proceeds shown below were reduced by $1.0 million in issuance costs resulting in net cash proceeds of $198.2 million.
Settlement date | Shares | Settlement price | Settlement amount | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
| March 15, 2023 | 504,452 | $ | 49.00 | $ | 24,720 | |||||||||||||||
| March 20, 2023 | 528,082 | 48.78 | 25,758 | |||||||||||||||||
| May 30, 2023 | 244,639 | 47.99 | 11,741 | |||||||||||||||||
| June 30, 2023 | 804,477 | 45.07 | 36,257 | |||||||||||||||||
| September 26, 2023 | 2,283,860 | 44.11 | 100,734 | |||||||||||||||||
| 4,365,510 | $ | 199,210 | ||||||||||||||||||
On June 30, 2023, TXNM entered into the $500.0 million TXNM 2023 Term Loan among TXNM, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent. The proceeds were used to prepay an equal amount of the TXNM 2021 Delayed Draw Term Loan, without penalty. As discussed below, on June 21, 2024, proceeds from the Convertible Notes were used to prepay, without penalty, $90.0 million under the TXNM 2023 Term Loan. On June 24, 2025, proceeds from the June 2025 Stock Purchase Agreement were used to prepay, without penalty, $200.0 million under the TXNM 2023 Term Loan. On August 29, 2025, TXNM paid the remaining $210.0 million due under its TXNM 2023 Term Loan in accordance with its terms, which terminated the agreement.
On May 6, 2024, TXNM entered into a distribution agreement with BofA Securities, Inc., Citigroup Global Markets, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, as 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., as forward purchasers, pursuant to which the Company may sell, from time to time, up to an aggregate sales amount of $100.0 million of its common stock, no par value, through the sales agents (the “TXNM 2024 ATM Program”). On August 5, 2024, subsequent to approval by shareholders to increase TXNM’s authorized shares, the Company amended the distribution agreement increasing the aggregate sales amount from $100.0 million to $300.0 million of its common stock, no par value, that may be sold under the TXNM 2024 ATM Program. Sales of the shares made pursuant to the distribution agreement may be made in “at the market offerings” as defined in Rule 415 of the Securities Act. TXNM did not initially receive any proceeds upon the execution of this agreement.
Throughout 2024, TXNM entered into forward sales agreements for the sale of shares of TXNM common stock. On December 30, 2024, TXNM physically settled forward purchases under the TXNM 2024 ATM Program for 2,458,951 shares and used the proceeds to repay borrowings under the TXNM Revolving Credit Facility. Cash proceeds shown below were reduced by $0.8 million in issuance costs resulting in net cash proceeds of $98.6 million.
Settlement date | Shares | Settlement price | Settlement amount | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
| May 13, 2024 | 262,025 | $ | 38.01 | $ | 9,960 | |||||||||||||||
| August 13, 2024 | 113,014 | 40.21 | 4,545 | |||||||||||||||||
| August 16, 2024 | 261,066 | 40.48 | 10,568 | |||||||||||||||||
| August 23, 2024 | 284,952 | 40.56 | 11,558 | |||||||||||||||||
| August 30, 2024 | 311,583 | 40.64 | 12,661 | |||||||||||||||||
| September 16, 2024 | 1,226,311 | 40.85 | 50,093 | |||||||||||||||||
| 2,458,951 | $ | 99,385 | ||||||||||||||||||
On May 27, 2025, TXNM physically settled all remaining forward purchases under the TXNM 2024 ATM Program for 1,104,641 shares, aggregating net proceeds of $49.6 million, including $0.5 million for equity issuance costs. TXNM used the
proceeds from the settled shares to repay borrowings under the TXNM Revolving Credit Facility. Following this settlement, no additional shares of TXNM’s common stock remain subject to future settlement under the TXNM 2024 ATM Program.
On June 10, 2024, TXNM issued $500.0 million aggregate principal amount of Convertible Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Convertible 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 Convertible Notes bear interest at a rate of 5.75% per year, payable semi-annually in arrears on June 1 and December 1, and mature on June 1, 2054, unless earlier converted, redeemed, or repurchased in accordance with their terms. On June 21, 2024, TXNM issued an additional $50.0 million aggregate principal amount of the Convertible Notes, pursuant to an overallotment option granted by TXNM to the initial purchasers of the $500.0 million Convertible Notes. Proceeds from the Convertible Notes were used to prepay $449.0 million of borrowings under the TXNM 2021 Delayed Draw Term Loan and $90.0 million of borrowings under the TXNM 2023 Term Loan, without penalty, and for other corporate purposes.
TXNM may not redeem the Convertible Notes prior to June 6, 2029, except upon the occurrence of certain tax events, rating agency events or treasury stock events (each, a “special event”). TXNM may redeem for cash all, but not less than all, of the Convertibles Notes upon the occurrence of a special event at any time, at its option, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, TXNM may redeem for cash all or part (subject to certain limitations on partial redemptions) of the Convertible Notes, at its option, on or after June 6, 2029, at a redemption price equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of TXNM’s common stock has been at least 130% of the conversion price of the convertible notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which TXNM provides notice of redemption. In each case, TXNM will not, and will not be permitted to, issue a notice of redemption, or specify a redemption date, during any interest deferral period.
Prior to the close of business on the business day immediately preceding December 1, 2053, the Convertible Notes will be convertible at the option of the holders only under certain conditions. On or after December 1, 2053, until the close of business on the second business day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at their option, at any time, at the conversion rate then in effect, irrespective of these conditions. Upon conversion of the Convertible Notes, TXNM will pay cash, or deliver an equal aggregate principal amount of a newly issued series of its nonconvertible junior subordinated notes with the same terms as the Convertible Notes (other than the conversion features and certain features in relation to redemption rights), in either case, up to the aggregate principal amount of the Convertible Notes being converted, and deliver shares of TXNM’s common stock in respect of the remainder, if any, of TXNM’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
The conversion rate and the corresponding conversion price will be subject to adjustment by certain events such as increased dividends but will not adjust for any accrued or unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the Convertible Notes or if TXNM delivers a notice of a special event redemption, TXNM will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such a corporate event or such notice of special event redemption, as the case may be.
TXNM issued the Convertible Notes pursuant to an indenture dated as of June 10, 2024, between TXNM and Computershare Trust Company, N.A., as trustee. The Convertible Notes are subject to continuing compliance with the representations, warranties, and covenants set forth in the indenture, which include the customary covenants discussed above. In the event of a fundamental change, as defined in the indenture, TXNM may be required to repurchase, for cash, the aggregate principal amount of Convertible Notes plus accrued interest. TXNM may not redeem the Convertible Notes prior to June 6, 2029, except upon the occurrence of a special event as defined in the indenture.
So long as no event of default with respect to the Convertible Notes has occurred and is continuing, TXNM may, at its option, defer interest payments on the Convertible Notes on one or more occasions for up to 20 consecutive semi-annual interest payment periods. During any deferral period, interest on the Convertible Notes will continue to accrue at the then-applicable interest rate on the Convertible Notes. In addition, during any deferral period, interest on deferred interest will accrue at the then-applicable interest rate on the Convertible Notes, compounded semi-annually, to the extent permitted by applicable law.
On January 2, 2026, TXNM notified holders of the Convertible Notes that the Convertible Notes are convertible, at the option of the holders, over a period beginning on January 1, 2026, and ending at the close of business on March 31, 2026, (the
“First Quarter 2026 Conversion Period”). The Convertible Notes are convertible at a conversion rate of 22.5248 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $44.40 per share of common stock. On December 31, 2025, it was determined that the Convertible Notes would become convertible during the First Quarter 2026 Conversion Period because the last reported sale price of TXNM’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended December 31, 2025, was greater than or equal to 130% of the conversion price in effect on each applicable trading day.
On May 18, 2025, concurrent with the execution of the Merger Agreement, TXNM entered into the May 2025 Stock Purchase Agreement whereby TXNM sold, in a private placement transaction, 8,000,000 shares of TXNM common stock for a purchase price of $50.00 per share (aggregating $400.0 million). The consummation of the May 2025 Stock Purchase Agreement occurred on June 2, 2025. TXNM used the proceeds to make cash equity contributions to TNMP, to repay borrowings under the TXNM Revolving Credit Facility, and for general corporate purposes.
On May 18, 2025, the execution of the Merger Agreement constituted a “Change of Control” under certain TXNM and TNMP debt agreements. Under each of the specified debt agreements, a “Change of Control” constitutes an “Event of Default,” pursuant to which the lender parties thereto had the right to accelerate the indebtedness under the debt agreements. The definition of Change of Control under the PNM debt agreements and PNM note purchase agreements were not triggered by the execution of the Merger Agreement.
On May 23, 2025, TXNM and TNMP entered into amendments in connection with the TXNM Revolving Credit Facility, TXNM 2023 Term Loan, WFB LOC Facility, and TNMP Revolving Credit Facility with the lender parties thereto (the “Lender Consents”) to (i) amend the definition of "Change of Control" in such agreements such that the entry into the Merger Agreement would not constitute a Change of Control and (ii) waive the Event of Default arising from entry into the Merger Agreement. On December 19, 2025, in connection with exercising the available extension options (discussed below), TXNM and TNMP entered into amendments in connection with the TXNM Revolving Credit Facility and the TNMP Revolving Credit Facility to amend the definition of Change of Control permitting the closing of the Merger. The Change of Control provisions in the PNM debt agreements will not be triggered by the closing of the Merger.
To ensure sufficient liquidity pending the Lender Consents, on May 18, 2025, TXNM entered into the $910.0 million, 364-day TXNM Merger Backstop Revolving Facility between TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The TXNM Merger Backstop Revolving Facility was available to provide liquidity in the event the Company was unable to obtain the Lender Consents. On May 19, 2025, TXNM borrowed approximately $4.0 million under the TXNM Merger Backstop Revolving Facility and subsequently repaid the entire balance by May 21, 2025. The TXNM Merger Backstop Revolving Facility expired according to its terms as TXNM did not make any additional borrowings thereunder by the commitment termination date of May 23, 2025, and the Company was able to obtain the Lender Consents.
On June 24, 2025, TXNM entered into the June 2025 Stock Purchase Agreement whereby TXNM sold, in a private placement transaction, and the purchasers named therein agreed to purchase 3,615,003 shares of TXNM common stock for a purchase price of $55.325 per share (for an aggregate amount of approximately $200 million). The closing of the issuance occurred on June 27, 2025. TXNM used the proceeds to repay an equal amount under the TXNM 2023 Term Loan. TXNM granted the purchasers customary registration rights with respect to the shares, pursuant to which TXNM was required to register such shares for resale with the SEC. On August 8, 2025, TXNM registered the shares for resale.
On August 15, 2025, TXNM entered into a distribution agreement with BofA Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc., as sales agents, and Bank of America, N.A., MUFG Securities EMEA plc, Royal Bank of Canada and The Bank of Nova Scotia, as forward purchasers, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $200.0 million of its common stock, no par value, through the sales agents (the “TXNM 2025 ATM Program”). Sales of the shares made pursuant to the distribution agreement, if any, may be made in “at the market offerings” as defined in Rule 415 of the Securities Act. TXNM did not initially receive any proceeds upon the execution of this agreement.
Beginning on August 15, 2025, TXNM sold, through the sales agents listed above, an aggregate of 3,542,377 shares of TXNM common stock as set forth in the table below and used the proceeds to repay borrowings under the TXNM Revolving Credit Facility and for other corporate purposes.
Gross cash proceeds shown below were reduced by $2.0 million in issuance costs resulting in net cash proceeds of $198.0 million.
Settlement date | Shares | Settlement price | Settlement amount | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
| August 18, 2025 | 209,990 | $ | 56.75 | $ | 11,917 | |||||||||||||||
| August 19, 2025 | 18,500 | 56.83 | 1,051 | |||||||||||||||||
| August 19, 2025 | 200,000 | 56.51 | 11,302 | |||||||||||||||||
| August 19, 2025 | 200,000 | 56.41 | 11,282 | |||||||||||||||||
| August 20, 2025 | 1,000,000 | 56.41 | 56,410 | |||||||||||||||||
| August 21, 2025 | 64,016 | 56.57 | 3,621 | |||||||||||||||||
| August 21, 2025 | 1,500,000 | 56.40 | 84,600 | |||||||||||||||||
| August 22, 2025 | 135,327 | 56.58 | 7,657 | |||||||||||||||||
| August 25, 2025 | 41,408 | 56.60 | 2,344 | |||||||||||||||||
| August 25, 2025 | 118,819 | 56.73 | 6,740 | |||||||||||||||||
| August 26, 2025 | 54,317 | 56.64 | 3,076 | |||||||||||||||||
| 3,542,377 | $ | 200,000 | ||||||||||||||||||
On December 10, 2025, TXNM issued $350.0 million aggregate principal amount of its TXNM 2025 Junior Subs pursuant to an indenture between the Company and U.S. Bank Trust Company, National Association, as trustee. The TXNM 2025 Junior Subs 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 TXNM 2025 Junior Subs rank equally in right of payment to the Convertible Notes discussed above, bear interest (subject to the Company’s right to defer interest payments) at an annual rate of 7.000% per year, payable semi-annually in arrears on January 31 and July 31, and mature on July 31, 2056, unless earlier redeemed. The interest rate is subject to a periodic reset period, as defined in the indenture, to a rate that will not be below 7.000%. Proceeds from the TXNM 2025 Junior Subs were used to fund the cash equity contribution to PNM of $123.3 million, to repay borrowings under the TXNM Revolving Credit Facility, and for other corporate purposes.
TXNM may redeem the TXNM 2025 Junior Subs, at its option, before their maturity, all or part, on one or more occasions on any day in the period commencing 90 days prior to the first interest rate reset date and after the first interest rate reset date on any interest payment date, at a redemption price equal to 100% of the principal amount of the TXNM 2025 Junior Subs to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, TXNM may redeem all, but not less than all of the TXNM 2025 Junior Subs, at a redemption price equal to 100% of the principal amount of the TXNM 2025 Junior Subs to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if certain changes in tax laws, treaties or interpretations occur; may redeem all, but not less than all of the TXNM 2025 Junior Subs, at a redemption price equal to 102% of the principal amount of the TXNM 2025 Junior Subs to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if a rating agency makes certain changes in the equity credit criteria for securities such as the TXNM 2025 Junior Subs.
PNM
At December 31, 2022, PNM had $225.0 million outstanding under the PNM 2022 Delayed-Draw Term Loan. On November 15, 2023, upon receipts of funds from the sale of energy transition property to ETBC I discussed below, PNM prepaid the $225.0 million outstanding under the PNM 2022 Delayed-Draw Term Loan, without penalty.
At December 31, 2022, PNM had $130.0 million of 1.10% PCRBs outstanding with a mandatory remarketing date of June 1, 2023, issued by Farmington with a final maturity of June 2040. On June 1, 2023, PNM remarketed the $130.0 million to new investors at 3.90% with a mandatory tender date of June 1, 2028.
At December 31, 2022, PNM had $55.0 million aggregate principal amount of its 3.15% SUNs outstanding due May 2023. On May 15, 2023, PNM repaid the $55.0 million 3.15% SUNs.
On April 28, 2023, PNM entered into the PNM 2023 Note Purchase Agreement with institutional investors for the sale and issuance of $200.0 million aggregate principal amount of two series of the PNM 2023 SUNs offered in private placement transactions. PNM issued $150.0 million of the PNM 2023 SUNs at 5.51%, due April 28, 2035, and another $50.0 million at 5.92%, due April 28, 2053. Proceeds from the PNM 2023 SUNs were used to repay borrowings under the PNM Revolving Credit Facility and the PNM New Mexico Credit Facility, for funding of capital expenditures, and for general corporate
purposes. The PNM 2023 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM 2023 SUNs at par. PNM has the right to redeem any or all of the PNM 2023 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
On May 10, 2024, PNM entered into the $200.0 million PNM 2024 Term Loan, among PNM, the lenders party thereto and U.S. Bank National Association, as administrative agent. PNM used the proceeds of the PNM 2024 Term Loan to repay borrowings under the PNM Revolving Credit Facility, the PNM New Mexico Credit Facility, and for general corporate purposes. On November 10, 2025, the PNM 2024 Term Loan was repaid in accordance with its terms.
At December 31, 2023, PNM had outstanding $37.0 million of 3.00% PCRBs and $125.0 million of 1.15% PCRBs issued by Farmington with a mandatory remarketing date of June 1, 2024 and final maturities of June 2040 and $36.0 million of 3.00% PCRBs issued by Maricopa County, Arizona with a mandatory remarketing date of June 1, 2024 and a final maturity of January 2038. On June 3, 2024, PNM remarketed these PCRBs aggregating $198.0 million to new investors at 3.875% with a mandatory tender date of June 1, 2029.
On January 21, 2025, PNM entered into the $195.0 million PNM 2025 Term Loan, among PNM, the lenders party thereto and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent. PNM used the proceeds of the PNM 2025 Term Loan to repay borrowings under the PNM Revolving Credit Facility, the PNM New Mexico Credit Facility, and for general corporate purposes. The PNM 2025 Term Loan bears interest at a variable rate, which was 4.73% at December 31, 2025, and must be repaid on or before July 21, 2026.
On April 23, 2025, PNM entered into the PNM April 2025 Note Purchase Agreement with institutional investors for the sale and issuance of $300.0 million aggregate principal amount of two series of the PNM April 2025 SUNs offered in private placement transactions. PNM issued $125.0 million of the PNM April 2025 SUNs at 5.75%, due June 1, 2032, and $175.0 million at 6.13%, due June 1, 2037. PNM used proceeds from the PNM April 2025 SUNs for the repayment of existing indebtedness, funding of capital expenditures, and general corporate purposes. The PNM April 2025 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM April 2025 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in the agreements, including the PNM April 2025 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM April 2025 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
On July 31, 2025, PNM entered into the PNM July 2025 Note Purchase Agreement with institutional investors for the sale and issuance of $350.0 million aggregate principal amount of two series of the PNM July 2025 SUNs offered in private placement transactions. On July 31, 2025, PNM issued $200.0 million of the PNM July 2025 SUNs at 5.47%, due July 31, 2031, and $150.0 million at 6.03%, due July 31, 2036. PNM used the proceeds from the PNM July 2025 SUNs to repay the PNM $250.0 million SUNs and for general corporate purposes. The PNM July 2025 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM July 2025 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in the agreements, including the PNM July 2025 Note Purchase Agreement, will not be triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM July 2025 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
On November 10, 2025, PNM entered into the $120.0 million PNM November 2025 Term Loan, among PNM, the lenders party thereto and U.S. Bank National Association, as administrative agent. PNM used the proceeds of the PNM November 2025 Term Loan to partially repay borrowings under the PNM 2024 Term Loan. The PNM November 2025 Term Loan bears interest at a variable rate, which was 4.67% at December 31, 2025, and must be repaid on or before May 10, 2027.
At December 31, 2025, PNM had a shelf registration statement, which was set to expire in May 2026, with capacity for the issuance of up to $650.0 million of SUNs. On February 20, 2026, PNM filed a post-effective amendment to the registration statement to deregister any and all securities that remained unsold, effectively terminating all offerings of the securities pursuant to the registration statement.
ETBC I
On November 15, 2023, ETBC I issued $343.2 million aggregate principal amount of its senior secured energy transition bonds, Series A (“ETBC I Securitized Bonds”) in two tranches. The first tranche of $175.0 million aggregate principal amount was issued at an interest rate of 5.64% with an expected final payment due in August 2040. The second tranche of $168.2 million aggregate principal amount was issued at an interest rate of 6.03% with an expected final payment due in August 2048. Each tranche is subject to fixed, scheduled, semi-annual payments of principal and interest due on August 15 and
February 15, with $7.3 million and $6.9 million included as Current installments of long-term debt on the Consolidated Balance Sheets at December 31, 2025 and 2024. The ETBC I Securitized Bonds were offered pursuant to a prospectus dated November 7, 2023, and are governed by an indenture between ETBC I and U.S. Bank Trust Company, National Association, as indenture trustee dated as of November 15, 2023. ETBC I used the proceeds from the issuance of the ETBC I Securitized Bonds to purchase energy transition property (Note 16) from PNM. See Note 10.
TNMP
On April 28, 2023, TNMP entered into the TNMP 2023 Bond Purchase Agreement with institutional investors for the sale of $185.0 million aggregate principal amount of two series of the TNMP 2023 Bonds offered in private placement transactions. TNMP issued the first series of $130.0 million on April 28, 2023, at a 5.01% interest rate, due April 28, 2033. The second series of $55.0 million was issued on July 28, 2023, at a 5.47% interest rate, due July 28, 2053. The proceeds were used to repay borrowings under the TNMP Revolving Credit Facility, for funding of capital expenditures, and for other corporate purposes. The TNMP 2023 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the supplemental indentures governing the TNMP 2023 Bonds. The terms of the supplemental indentures governing the TNMP 2023 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2023 Bonds at par. TNMP has the right to redeem any or all of the TNMP 2023 Bonds prior to their maturity, subject to payment of a customary make-whole premium.
On March 28, 2024, TNMP entered into the TNMP 2024 Bond Purchase Agreement with institutional investors for the sale of $285.0 million aggregate principal amount of four series of the TNMP 2024 Bonds offered in private placement transactions. TNMP issued the first two series on March 28, 2024, consisting of $32.0 million at a 5.26% interest rate, due March 28, 2029, and $85.0 million at a 5.55% interest rate, due March 28, 2036. The third and fourth series were issued on July 1, 2024, consisting of $40.0 million at a 5.65% interest rate, due July 1, 2039, and $128.0 million at a 5.79% interest rate, due July 1, 2054. The proceeds were used to repay existing debt, including the $80.0 million of 4.03% TNMP FMBs that were due July 2024 and borrowings under the TNMP Revolving Credit Facility, for funding of capital expenditures, and for other corporate purposes. The TNMP 2024 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the supplemental indentures governing the TNMP 2024 Bonds. The terms of the supplemental indentures governing the TNMP 2024 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2024 Bonds at par. TNMP has the right to redeem any or all of the TNMP 2024 Bonds prior to their maturity, subject to payment of a customary make-whole premium.
On February 14, 2025, TNMP entered into the TNMP February 2025 Bond Purchase Agreement with institutional investors for the sale of $140.0 million aggregate principal amount of its 5.19% TNMP February 2025 Bonds offered in private placement transactions. TNMP issued all $140.0 million of the TNMP February 2025 bonds, due April 1, 2031. The proceeds were used to repay borrowings under the TNMP Revolving Credit Facility, for funding of capital expenditures, and for other corporate purposes. The TNMP February 2025 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the supplemental indentures governing the TNMP February 2025 Bonds. The terms of the supplemental indentures governing the TNMP February 2025 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP February 2025 Bonds at par. TNMP has the right to redeem any or all of the TNMP February 2025 Bonds prior to their maturity, subject to payment of a customary make-whole premium.
On May 18, 2025, concurrent with the execution of the TXNM Merger Backstop Revolving Facility, TNMP entered into the $1,505.0 million, 364-day TNMP Merger Backstop Term Loan between TNMP, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The TNMP Merger Backstop Term Loan was available to provide liquidity to repurchase TNMP’s FMBs that were tendered for prepayment pursuant to the Offer. On July 21, 2025, TNMP issued the TNMP July 2025 FMBs and used the proceeds to repay the outstanding principal balance under the TNMP Merger Backstop Term Loan on July 22, 2025, terminating that agreement.
The documents governing an aggregate $1,505.0 million of TNMP’s outstanding FMBs ("TNMP FMBs") obligated TNMP to offer (“the Offer”), within 30 business days following the signing of the Merger Agreement, to prepay the outstanding TNMP FMBs at 100% of the principal amount, plus accrued and unpaid interest thereon, but without any make-whole amount or other premium. On June 14, 2025, the Offer expired and $1,084.3 million in aggregate principal amount of the bonds were validly tendered. TNMP accepted for purchase all validly tendered bonds. On June 24, 2025, holders whose bonds were validly tendered and accepted for purchase received 100% of the aggregate principal amount of bonds prepaid plus accrued and unpaid interest using funds drawn under the TNMP Merger Backstop Term Loan, discussed above. On November 6, 2025, TNMP entered into an agreement and supplemental indenture to amend the documents governing $417.7 million of TNMP FMBs. The supplemental indenture amends the requirement for TNMP to provide certain financial reports and amends
the definition of change of control such that TNMP will no longer be required to make an offer to prepay the aggregate $417.7 million TNMP FMBs upon closing of the Merger.
The documents governing an aggregate $3.0 million of TNMP FMBs still require TNMP to make another offer, within 30 business days of closing of the Merger, to prepay the remaining outstanding TNMP FMBs, totaling $3.0 million, at par. TNMP will make such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs; however, holders of the TNMP FMBs are not required to tender their TNMP FMBs and may accept or reject such offer to prepay.
The information in this Form 10-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Similar to the offer to prepay made after signing the Merger Agreement, the post-Merger closing offer to prepay the TNMP FMBs will be made only pursuant to an offer to prepay, which will set forth the terms and conditions of the offer to prepay.
On July 21, 2025, TNMP entered into the TNMP July 2025 Bond Purchase Agreement with institutional investors for the sale of $1,084.3 million aggregate principal amount of six series of the TNMP July 2025 FMBs offered in private placement transactions. TNMP issued the TNMP July 2025 FMBs on July 21, 2025, with the following terms:
Principal Amount | Interest Rate | Due Date | ||||||||||||
(in thousands) | ||||||||||||||
| $ | 245,000 | 4.83 | % | July 31, 2030 | ||||||||||
| 245,000 | 5.12 | July 31, 2032 | ||||||||||||
| 240,000 | 5.44 | July 31, 2035 | ||||||||||||
| 100,000 | 5.54 | July 31, 2037 | ||||||||||||
| 154,300 | 5.93 | July 31, 2045 | ||||||||||||
| 100,000 | 6.02 | July 31, 2055 | ||||||||||||
| $ | 1,084,300 | |||||||||||||
The proceeds were used to repay borrowings under the TNMP Merger Backstop Term Loan. The TNMP July 2025 FMBs are subject to continuing compliance with the representations, warranties, and covenants set forth in the governing supplemental indentures. In the event of certain changes of control of TNMP, TNMP will be required to offer to prepay the TNMP July 2025 FMBs at par. Although there are customary change of control provisions in the TNMP July 2025 FMBs, the change of control provisions will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP July 2025 FMBs prior to their maturity, subject to payment of a customary make-whole premium.
On November 18, 2025, TNMP entered into the TNMP November 2025 Bond Purchase Agreement with institutional investors for the sale of $70.0 million aggregate principal amount of its 4.69% TNMP November 2025 FMBs offered in private placement transactions. On December 18, 2025, TNMP issued all $70.0 million at a 4.69% interest rate, due December 18, 2031. The proceeds were used to repay borrowings under the TNMP Revolving Credit Facility, for funding of capital expenditures, and for other corporate purposes. The TNMP November 2025 FMBs are subject to continuing compliance with the representations, warranties, and covenants set forth in the governing supplemental indentures. In the event of certain changes of control of TNMP, TNMP will be required to offer to prepay the TNMP November 2025 FMBs at par. Although there are customary change of control provisions in the TNMP November 2025 FMBs, the change of control provisions will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP November 2025 FMBs prior to their maturity, subject to payment of a customary make-whole premium.
Hedging Activities
On June 30, 2025, TXNM executed a series of treasury lock agreements, with terms ranging from 5 years to 30 years, aggregating a total notional amount of $730.0 million to reduce interest rate exposure on the TNMP July 2025 FMBs that were issued in July 2025. The treasury lock agreements had an average fixed rate of 4.18% and TXNM designated them as cash flow hedges, measured at fair value, which was recorded as a loss of $2.5 million in Other current liabilities at June 30, 2025. Fair values, provided by an external pricing service, were determined using Level 2 inputs of quoted prices for similar agreements in active markets. On July 1, 2025, TXNM terminated all of the treasury lock agreements, realizing a pre-tax net loss of $1.6 million recorded in Accumulated other comprehensive income. The loss will be amortized through interest expense over a range of 5 to 30 years, in accordance with the terms of the TNMP July 2025 FMBs issued July 21, 2025.
TXNM entered into hedging agreements that establish a fixed rate for the indicated amount of variable rate debt, above which a customary spread is applied, which is subject to change if there is a change in TXNM’s credit rating. As of January 1, 2024, TXNM’s hedging agreements were as follows:
| Variable Rate | Established | |||||||||||||||||||
| Effective Date | Maturity Date | Debt Hedged | Fixed Rate | |||||||||||||||||
| (In millions) | (Percent) | |||||||||||||||||||
| January 1, 2024 | December 31, 2024 | $ | 100.0 | 3.32 | % | |||||||||||||||
| January 1, 2024 | December 31, 2024 | 100.0 | 3.32 | |||||||||||||||||
| January 1, 2024 | December 31, 2024 | 100.0 | 3.38 | |||||||||||||||||
| January 1, 2024 | December 31, 2024 | 150.0 | 3.62 | |||||||||||||||||
| January 1, 2024 | December 31, 2024 | 150.0 | 3.57 | |||||||||||||||||
| January 1, 2025 | December 31, 2025 | 100.0 | 4.18 | |||||||||||||||||
| January 1, 2025 | December 31, 2025 | 100.0 | 4.18 | |||||||||||||||||
| January 1, 2025 | December 31, 2025 | 100.0 | 3.99 | |||||||||||||||||
These hedging agreements were accounted for as cash flow hedges. In November 2024, TXNM unwound and settled the $300.0 million of hedging agreements that were expected to mature on December 31, 2025, and on December 31, 2024, the remaining $600.0 million of hedging agreements matured. TXNM had no remaining active hedging agreements at December 31, 2025 or 2024.
Borrowing Arrangements Between TXNM and its Subsidiaries
TXNM has intercompany loan agreements with its subsidiaries. Individual subsidiary loan agreements vary in amount up to $150.0 million and have either reciprocal or non-reciprocal terms. Interest charged to the subsidiaries is equivalent to interest paid by TXNM on its short-term borrowings or the money-market interest rate if TXNM does not have any short-term borrowings outstanding. All balances outstanding under intercompany loan agreements are eliminated upon consolidation. See Note 1. PNM and TNMP had no borrowings from TXNM at December 31, 2025 and 2024. PNMR Development had $15.9 million and zero in short-term borrowings outstanding from TXNM at December 31, 2025 and 2024. TXNM had zero and $1.5 million in short-term borrowings outstanding from PNMR Development at December 31, 2025 and 2024.
Short-term Debt and Liquidity
As of December 31, 2025, the TXNM Revolving Credit Facility had a financing capacity of $300.0 million, and the PNM Revolving Credit Facility had a financing capacity of $400.0 million. On April 1, 2024, TXNM and PNM amended their respective revolving credit facilities, extending their maturity to March 30, 2029, with two one-year extension options that, if exercised, would extend the maturity to March 2031, subject to approval by a majority of the lenders. On December 19, 2025, the first of these one-year extension options was exercised, extending the maturities to March 29, 2030, however, one lender in each of the revolving credit facilities failed to agree to the extension. As a result, effective March 30, 2029, the TXNM Revolving Credit Facility capacity will adjust to $265.4 million, and the PNM Revolving Credit Facility capacity will adjust to $354.1 million. PNM also has the $40.0 million PNM New Mexico Credit Facility with a maturity of May 20, 2026. On July 25, 2025, PNM amended its PNM New Mexico Credit Facility to, among other things, extend the maturity from May 20, 2026 to May 31, 2030. As of December 31, 2023, the TNMP Revolving Credit Facility had a capacity of $100.0 million, secured by $100.0 million aggregate principal amount of TNMP first mortgage bonds. On April 1, 2024, TNMP entered into a new $200.0 million Revolving Credit Facility that replaced the $100.0 million Revolving Credit Facility. That new $200.0 million Revolving Credit Facility was secured by $200.0 million aggregate principal amount of TNMP first mortgage bonds and had a maturity of March 30, 2029, with two one-year extension options that, if exercised, would extend the maturity to March 2031, subject to approval by a majority of the lenders. On December 19, 2025, TNMP amended the TNMP Revolving Credit Facility to increase the capacity to $300.0 million, secured by $300.0 million aggregate principal amount of TNMP first mortgage bonds, and exercised the first of two one-year extension options, extending the maturity to March 29, 2030. One lender failed to agree to the extension and as a result, effective March 30, 2029, the TNMP Revolving Credit Facility capacity will adjust to $277.0 million. Variable interest rates under the TXNM, PNM, and TNMP revolving credit facilities are based on SOFR.
Short-term debt outstanding consists of:
| December 31, | ||||||||||||||
| Short-term Debt | 2025 | 2024 | ||||||||||||
| (In thousands) | ||||||||||||||
| PNM: | ||||||||||||||
| PNM Revolving Credit Facility | $ | 138,800 | $ | 323,800 | ||||||||||
| PNM New Mexico Credit Facility | 40,000 | 40,000 | ||||||||||||
| 178,800 | 363,800 | |||||||||||||
| TNMP Revolving Credit Facility | — | 151,600 | ||||||||||||
| TXNM Revolving Credit Facility | 2,600 | 93,900 | ||||||||||||
| $ | 181,400 | $ | 609,300 | |||||||||||
In addition to the above borrowings, TXNM, PNM, and TNMP had letters of credit outstanding of $3.1 million, zero, and zero at December 31, 2025, that reduce the available capacity under their respective revolving credit facilities. TXNM also had $19.3 million of letters of credit outstanding under the WFB LOC Facility. At December 31, 2025, interest rates on outstanding borrowings were 5.04% for the PNM Revolving Credit Facility, 5.08% for the PNM New Mexico Credit Facility, and 5.16% for the TXNM Revolving Credit Facility. There were no borrowings outstanding under the TNMP Revolving Credit Facility at December 31, 2025.
Long-Term Debt
Information concerning long-term debt outstanding and unamortized (premiums), discounts, and debt issuance costs is as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Principal | Unamortized Discounts, (Premiums), and Issuance Costs, net | Principal | Unamortized Discounts, (Premiums), and Issuance Costs, net | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| PNM Debt | ||||||||||||||||||||||||||
ETBC I - Senior Secured Energy Transition Bonds | ||||||||||||||||||||||||||
Series A-1, 5.64% | $ | 165,565 | $ | 961 | $ | 172,471 | $ | 1,025 | ||||||||||||||||||
Series A-2, 6.03% | 168,200 | 968 | 168,200 | 1,014 | ||||||||||||||||||||||
Senior Unsecured Notes, Pollution Control Revenue Bonds: | ||||||||||||||||||||||||||
2.15% due April 2033 | 146,000 | 646 | 146,000 | 736 | ||||||||||||||||||||||
0.875% mandatory tender - October 1, 2026 | 100,345 | 110 | 100,345 | 257 | ||||||||||||||||||||||
3.90% due June 2040, mandatory tender - June 1, 2028 | 130,000 | 563 | 130,000 | 796 | ||||||||||||||||||||||
3.875% due June 2040, mandatory tender - June 1, 2029 | 162,000 | 903 | 162,000 | 1,158 | ||||||||||||||||||||||
3.875% due January 2038, mandatory tender - June 1, 2029 | 36,000 | 201 | 36,000 | 258 | ||||||||||||||||||||||
| Senior Unsecured Notes: | ||||||||||||||||||||||||||
3.45% due May 2025 | — | — | 104,000 | 39 | ||||||||||||||||||||||
3.85% due August 2025 | — | — | 250,000 | 174 | ||||||||||||||||||||||
3.68% due May 2028 | 88,000 | 147 | 88,000 | 209 | ||||||||||||||||||||||
3.78% due August 2028 | 15,000 | 27 | 15,000 | 38 | ||||||||||||||||||||||
3.93% due May 2033 | 38,000 | 131 | 38,000 | 149 | ||||||||||||||||||||||
4.22% due May 2038 | 45,000 | 196 | 45,000 | 212 | ||||||||||||||||||||||
4.50% due May 2048 | 20,000 | 105 | 20,000 | 110 | ||||||||||||||||||||||
4.60% due August 2048 | 85,000 | 450 | 85,000 | 470 | ||||||||||||||||||||||
3.21% due April 2030 | 150,000 | 692 | 150,000 | 852 | ||||||||||||||||||||||
3.57% due April 2039 | 50,000 | 370 | 50,000 | 398 | ||||||||||||||||||||||
2.59% due July 2033 | 80,000 | 289 | 80,000 | 328 | ||||||||||||||||||||||
3.14% due July 2041 | 80,000 | 358 | 80,000 | 381 | ||||||||||||||||||||||
2.29% due December 2031 | 50,000 | 176 | 50,000 | 205 | ||||||||||||||||||||||
2.97% due December 2041 | 100,000 | 469 | 100,000 | 499 | ||||||||||||||||||||||
5.51% due April 2035 | 150,000 | 703 | 150,000 | 779 | ||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Principal | Unamortized Discounts, (Premiums), and Issuance Costs, net | Principal | Unamortized Discounts, (Premiums), and Issuance Costs, net | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| PNM Debt (Continued) | ||||||||||||||||||||||||||
5.92% due April 2053 | 50,000 | 270 | 50,000 | 280 | ||||||||||||||||||||||
5.75% due June 2032 | 125,000 | 627 | — | — | ||||||||||||||||||||||
6.13% due June 2037 | 175,000 | 915 | — | — | ||||||||||||||||||||||
6.03% due July 2036 | 150,000 | 810 | — | — | ||||||||||||||||||||||
5.47% due July 2031 | 200,000 | 1,041 | — | — | ||||||||||||||||||||||
PNM 2024 $200.0 Million Term Loan due November 2025 | — | — | 200,000 | 57 | ||||||||||||||||||||||
PNM 2025 $195.0 Million Term Loan due July 2026 | 195,000 | — | — | — | ||||||||||||||||||||||
PNM 2025 $120.0 Million Term Loan due May 2027 | 120,000 | 85 | — | — | ||||||||||||||||||||||
| 2,874,110 | 12,213 | 2,470,016 | 10,424 | |||||||||||||||||||||||
| Less current maturities | 302,648 | 110 | 560,907 | 270 | ||||||||||||||||||||||
| 2,571,462 | 12,103 | 1,909,109 | 10,154 | |||||||||||||||||||||||
| TNMP Debt | ||||||||||||||||||||||||||
| First Mortgage Bonds: | ||||||||||||||||||||||||||
6.95% due April 2043 | 93,198 | (12,340) | 93,198 | (13,056) | ||||||||||||||||||||||
3.53% due February 2026 | — | 60,000 | 91 | |||||||||||||||||||||||
3.22% due August 2027 | — | 60,000 | 152 | |||||||||||||||||||||||
3.85% due June 2028 | — | 60,000 | 219 | |||||||||||||||||||||||
3.79% due March 2034 | — | 75,000 | 347 | |||||||||||||||||||||||
3.92% due March 2039 | 26,900 | 135 | 75,000 | 401 | ||||||||||||||||||||||
4.06% due March 2044 | 19,600 | 108 | 75,000 | 433 | ||||||||||||||||||||||
3.60% due July 2029 | 1,000 | 3 | 80,000 | 270 | ||||||||||||||||||||||
2.73% due April 2030 | 2,000 | 9 | 85,000 | 445 | ||||||||||||||||||||||
3.36% due April 2050 | 1,900 | 15 | 25,000 | 210 | ||||||||||||||||||||||
2.93% due July 2035 | 6,000 | 38 | 25,000 | 175 | ||||||||||||||||||||||
3.36% due July 2050 | 1,300 | 11 | 50,000 | 424 | ||||||||||||||||||||||
2.44% due August 2035 | — | 65,000 | 382 | |||||||||||||||||||||||
4.13% due May 2052 | 45,000 | 274 | 65,000 | 409 | ||||||||||||||||||||||
3.81% due July 2032 | 2,000 | 9 | 95,000 | 505 | ||||||||||||||||||||||
5.01% due April 2033 | 44,000 | 183 | 130,000 | 610 | ||||||||||||||||||||||
5.47% due July 2053 | 11,000 | 55 | 55,000 | 286 | ||||||||||||||||||||||
5.26% due March 2029 | 32,000 | 145 | 32,000 | 189 | ||||||||||||||||||||||
5.55% due March 2036 | 40,000 | 233 | 85,000 | 538 | ||||||||||||||||||||||
5.65% due July 2039 | 40,000 | 238 | 40,000 | 256 | ||||||||||||||||||||||
5.79% due July 2054 | 48,000 | 303 | 128,000 | 833 | ||||||||||||||||||||||
5.19% due April 2031 | 100,000 | 588 | — | — | ||||||||||||||||||||||
4.83% due July 2030 | 245,000 | 1,183 | — | — | ||||||||||||||||||||||
5.12% due July 2032 | 245,000 | 1,209 | — | — | ||||||||||||||||||||||
5.44% due July 2035 | 240,000 | 1,203 | — | — | ||||||||||||||||||||||
5.54% due July 2037 | 100,000 | 504 | — | — | ||||||||||||||||||||||
5.93% due July 2045 | 154,300 | 787 | — | — | ||||||||||||||||||||||
6.02% due July 2055 | 100,000 | 513 | — | — | ||||||||||||||||||||||
4.69% due December 2031 | 70,000 | 525 | — | — | ||||||||||||||||||||||
| 1,668,198 | (4,069) | 1,458,198 | (5,881) | |||||||||||||||||||||||
| Less current maturities | — | — | — | — | ||||||||||||||||||||||
| 1,668,198 | (4,069) | 1,458,198 | (5,881) | |||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Principal | Unamortized Discounts, (Premiums), and Issuance Costs, net | Principal | Unamortized Discounts, (Premiums), and Issuance Costs, net | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
TXNM Debt | ||||||||||||||||||||||||||
| TXNM 2021 Delayed-Draw Term Loan due May 2025 | — | — | 51,000 | 34 | ||||||||||||||||||||||
| TXNM 2023 Term Loan due June 2026 | — | — | 410,000 | 441 | ||||||||||||||||||||||
5.75% TXNM Junior Subordinated Convertible Notes due June 2054 | 550,000 | 11,514 | 550,000 | 10,828 | ||||||||||||||||||||||
7.00% TXNM 2025 Junior Subordinated Notes due July 2056 | 350,000 | 4,086 | — | — | ||||||||||||||||||||||
| 900,000 | 15,600 | 1,011,000 | 11,303 | |||||||||||||||||||||||
| Less current maturities | — | — | 51,000 | 34 | ||||||||||||||||||||||
| 900,000 | 15,600 | 960,000 | 11,269 | |||||||||||||||||||||||
Total Consolidated TXNM Debt | 5,442,308 | 23,744 | 4,939,214 | 15,846 | ||||||||||||||||||||||
| Less current maturities | 302,648 | 110 | 611,907 | 304 | ||||||||||||||||||||||
| $ | 5,139,660 | $ | 23,634 | $ | 4,327,307 | $ | 15,542 | |||||||||||||||||||
Reflecting mandatory tender dates, long-term debt maturities as of December 31, 2025, are follows:
TXNM | PNM | TNMP | TXNM Consolidated | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| 2026 | $ | — | $ | 302,648 | $ | — | $ | 302,648 | |||||||||||||||
| 2027 | — | 127,721 | — | 127,721 | |||||||||||||||||||
| 2028 | — | 241,162 | — | 241,162 | |||||||||||||||||||
| 2029 | — | 206,629 | 33,000 | 239,629 | |||||||||||||||||||
| 2030 | — | 159,123 | 247,000 | 406,123 | |||||||||||||||||||
| Thereafter | 900,000 | 1,836,827 | 1,388,198 | 4,125,025 | |||||||||||||||||||
| Total | $ | 900,000 | $ | 2,874,110 | $ | 1,668,198 | $ | 5,442,308 | |||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.