
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM			8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 1018, 2025 (November 1018, 2025)

Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

TXNM Energy, Inc.

(A New Mexico Corporation)

414 Silver Ave. SW

Albuquerque, New Mexico 87102-3289

Telephone Number - (505) 241-2700

Commission File No. - 001-32462

IRS Employer Identification No. - 85-0468296

~~Public Service Company of~~ Texas-New Mexico Power Company

(A ~~New~~Texas ~~Mexico~~ Corporation)

~~414~~577 ~~Silver Ave~~N. SWGarden Ridge Blvd.

~~Albuquerque~~Lewisville, ~~New~~Texas ~~Mexico 87102-3289~~75067

Telephone Number - (~~505~~972) ~~241~~420-~~2700~~4189

Commission File No. - ~~001~~002-~~06986~~97230

IRS Employer Identification No. - 8575-~~0019030~~ 0204070

~~____________________________________________________________________________________________________________~~____________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Trading Symbol(s)	Name of exchange on which registered
TXNM Energy, Inc.	Common Stock, no par value	TXNM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~PNM~~On ~~Term~~November ~~Loan~~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 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”). The Bonds will be issued on or before December 18, 2025, and the issuance of the Bonds is subject to the satisfaction of customary conditions, including continuing compliance with the representations, warranties and covenants of the Bond Purchase Agreement. A copy of the Bond Purchase Agreement is attached to this Current Report on Form 8-K filed as Exhibit 10.1. TNMP will apply the proceeds of the Bonds for the repayment of short-term debt and other general corporate purposes, including projected capital expenditures.

OnThe ~~November~~Bonds ~~10,~~will ~~2025,~~be ~~Public~~issued ~~Service~~pursuant ~~Company~~to TNMP’s First Mortgage Indenture dated as of ~~New~~March ~~Mexico~~23, 2009 (the “~~PNM~~First Mortgage Indenture”), abetween ~~wholly-owned~~TNMP ~~subsidiary~~and ofU.S. ~~TXNM~~Bank ~~Energy,~~Trust ~~Inc.~~Company, ~~entered~~National ~~into~~Association a(as ~~$120.0~~ultimate ~~million~~successor ~~term~~to ~~loan~~The ~~agreement~~Bank ~~(the~~of ~~“Term~~New ~~Loan”~~York Mellon Trust Company, N.A.), ~~among~~as ~~PNM~~trustee, (the ~~lenders~~“Trustee”), ~~party~~as ~~thereto~~previously supplemented and ~~U.S.~~amended ~~Bank~~and ~~National~~will ~~Association,~~be asfurther ~~administrative~~supplemented ~~agent~~by (the ~~“Administrative~~Twenty-Sixth ~~Agent”).~~Supplemental ~~The~~Indenture ~~Term~~thereto, ~~Loan~~to isbe ~~effective~~dated ason ofor ~~November~~before 10December 18, 2025, ~~and~~between ~~must~~TNMP beand ~~repaid~~the onTrustee or(the ~~before~~“Twenty-Sixth ~~May~~Supplemental 10Indenture” and, ~~2027~~together (with the ~~“Maturity~~First ~~Date~~Mortgage Indenture, the “Indenture”). ~~PNM~~The ~~expects~~Bonds towill ~~use~~be ~~the~~secured ~~proceeds~~by a first mortgage lien on substantially all of ~~the~~TNMP’s ~~Term~~property, ~~Loan~~subject to ~~refinance~~excepted aencumbrances, ~~portion~~reservations, ofcontracts and other exceptions as will be permitted by the ~~balances~~Indenture, ~~outstanding~~and ~~under~~will ~~its~~rank ~~2024~~equally ~~Term~~in ~~Loan~~right ~~that~~of ~~matures~~payment onwith ~~November~~all ~~10,~~other ~~2025~~securities theretofore or thereafter issued under the First Mortgage Indenture.

~~PNM~~Interest ~~must~~on ~~pay~~the ~~interest~~Bonds will be payable semiannually on ~~its~~January ~~borrowings~~31 ~~under~~and July 31 of each year, to commence on July 31, 2026, at a fixed rate of 4.69% per annum. TNMP may, upon not less than ten nor more than sixty days’ prior written notice (unless the ~~Term~~holders ~~Loan~~of more than 50% of the principal amount of the then-outstanding Bonds of the applicable series agree in writing to another time period), prepay at any time all, or from time to time ~~following~~any ~~funding~~part of, the Bonds of any series, in an amount not less than ten percent of the aggregate principal amount of the Bonds of such series then outstanding in the case of a partial prepayment, at a prepayment price equal to the sum of (a) one-hundred percent of the principal amount so prepaid, (b) accrued and ~~must~~unpaid ~~repay~~interest ~~all~~thereon ~~amounts~~and on(c) ora ~~before~~make-whole amount, if any, determined for the ~~Maturity~~prepayment ~~Date~~date with respect to such principal amount. The principal amount of the Bonds will be payable on December 18, 2031.

The ~~Term~~Indenture ~~Loan~~will ~~includes~~contain events of default customary ~~covenants~~for such a transaction, including, awithout ~~covenant~~limitation: ~~that~~failure ~~requires~~to ~~the~~pay ~~maintenance~~interest ofon aany ~~consolidated~~Security ~~debt-to-consolidated~~(as ~~capitalization~~defined ~~ratio~~in ofthe ~~less~~Indenture) ~~than~~for orsixty ~~equal~~days toafter ~~0.65~~becoming todue; ~~1.00~~failure asto ofpay the ~~last~~principal ~~day~~ of or premium on any ~~fiscal~~Security ~~quarter.~~when ~~The~~due; ~~Term~~failure ~~Loan~~to ~~also~~comply ~~includes~~with ~~customary~~or ~~events~~breach of ~~default~~any covenant or warranty contained in the Indenture, subject to a ~~cross~~ninety day cure period after written notice of default ~~provision~~has been delivered; and acertain ~~change~~events ofrelating ~~control~~to ~~provision~~reorganization, bankruptcy and insolvency of TNMP. If an ~~event~~“Event of ~~default~~Default” (as defined in the Indenture) occurs and is continuing, the ~~lenders~~Trustee ~~may~~or ~~declare~~ the ~~obligations~~holders ~~outstanding~~of ~~under~~not ~~the~~less ~~Term~~than ~~Loan~~thirty-three topercent bein ~~due~~principal ~~and~~amount ~~payable.~~of ~~Such~~the ~~acceleration~~Securities ~~will~~then ~~occur~~outstanding ~~automatically~~may indeclare the ~~event~~principal amount of anall ~~insolvency~~Securities orthen ~~bankruptcy~~outstanding ~~default~~to be immediately due and payable.

~~The~~In ~~above~~addition, ~~description~~the ofTwenty-Sixth ~~the~~Supplemental ~~Term~~Indenture ~~Loan~~will iscontain ~~not~~bond ~~complete~~repurchase ~~and~~events is(subject ~~qualified~~to ina ~~its~~fifteen ~~entirety~~day cure period), including, without limitation: actions by ~~reference~~TNMP or any Controlled Entity (as defined in the Twenty-Sixth Supplemental Indenture) which subject a Bond holder to terrorism sanctions regulations; the ~~Term~~sale ~~Loan,~~or lease of TNMP’s assets in excess of specified thresholds during any calendar year; defaults in respect to obligations relating to certain debt; failure to deliver to each institutional investor Bond holder certain financial and business information related to TNMP; failure to maintain a ~~copy~~ratio of ~~which~~consolidated isindebtedness ~~attached~~to ~~hereto~~consolidated ascapitalization ~~Exhibit~~of 10less than or equal to 0.65 to 1.0; and material misrepresentations of any representation or warranty contained in the Twenty-Sixth Supplemental Indenture. If a “Bond Repurchase Event” (as defined in the Twenty-Sixth Supplemental Indenture) occurs and is ~~incorporated~~continuing, ~~herein~~TNMP bymust ~~reference~~repurchase the Bonds for a purchase price equal to the aggregate principal amount of the Bonds then outstanding, plus all accrued and unpaid interest thereon and a make-whole amount determined for the Bond Repurchase Event date with respect to such principal amount.

The ~~Administrative~~Twenty-Sixth ~~Agent~~Supplemental ~~performs~~Indenture ~~normal~~will ~~banking~~further ~~(including~~include as a ~~lender~~provision ~~under~~whereby ~~other~~a ~~facilities)~~change ~~and~~in ~~investment~~control ~~banking~~in ~~and~~TNMP ~~advisory~~would ~~services~~obligate ~~from~~TNMP ~~time~~to offer to ~~time~~prepay ~~for~~all ~~PNM~~of the Bonds at one-hundred percent of the principal amount of the Bonds, plus all accrued and ~~its~~unpaid ~~affiliates~~interest thereon, ~~for~~but ~~which~~without ~~such~~any ~~party~~make-whole ~~receives~~amount ~~customary~~or ~~fees~~other premium. The proposed transaction between TXNM and ~~expenses~~Blackstone Infrastructure would not constitute a change in control under the Bonds.

The foregoing description is qualified in its entirety by the Bond Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Bonds will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and applicable state laws. This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to purchase the Bonds or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information ~~required~~set byforth ~~this~~above ~~item~~under ~~is included in~~ Item 1.01 ~~and~~of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.:

10.1 Term Loan Agreement, dated as of November 10, 2025, among Public Service Company of New Mexico, the lender parties thereto and U.S. Bank National Association, as Administrative Agent.


Exhibit Number						Description

10.1						Bond Purchase Agreement, dated November 18, 2025, between Texas-New Mexico Power Company and the purchasers named therein.















104						Cover page in Inline XBRL format

~~104 Cover~~Forward-Looking ~~Page Interactive Data File (embedded within the Inline XBRL document).~~Statement

Statements made in this Current Report on Form 8-K for TXNM that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding the issuance of the Bonds. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. TXNM does not assume any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM cautions readers not to place undue reliance on these statements. TXNM’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see TXNM’s Form 10-K and Form 10-Q filings and the information filed on TXNM’s Forms 8-K with the SEC, which factors are specifically incorporated by reference herein. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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: November 10, 2025			/s/ Gerald R. Bischoff
Date: November 18, 2025			/s/ Gerald R. Bischoff
			Gerald R. Bischoff
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

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