PNMXO.OTC.PinkPublic Service CO of New Mexico

10-Q: TXNM Energy Q3 2025: Earnings Dip Amid Merger Progress

Sentiment:

Quarterly Report 31 October 2025 4:21 PM

📋All filings for Public Service CO of New Mexico

TXNM Energy reports a decline in Q3 2025 net earnings to $130.7 million, or $1.22 per diluted share, as it progresses towards its merger with Blackstone Infrastructure.

Delay expectedPNM's deadline to file and present its evaluation of RFP bids for 2029-2032 new energy resources was extended from September 2025 to January 9, 2026.NMED approved PNM's request to delay the submission of the Stage 1 Abatement Plan (S1AP) for SJGS to November 26, 2025.The DC Circuit has agreed to hold the Coal Combustion Residuals (CCR) Legacy Rule case in abeyance until December 15, 2025.EPA withdrew the final rule revising compliance deadlines for CCR Management Unit (CCRMU) requirements under the Legacy Rule due to adverse comments, anticipating a proposed rule in January 2026 with a final rule expected in October 2026.The Merger is currently expected to close in the second half of 2026, subject to regulatory approvals, indicating a potentially extended timeline.

Capital raiseTXNM sold 3,542,377 shares of common stock under the TXNM 2025 ATM Program for net cash proceeds of $198.0 million.TXNM sold 3,615,003 shares of common stock in a private placement transaction for approximately $200 million.TXNM sold 8,000,000 shares of common stock in a private placement transaction for $400.0 million.PNM issued $300.0 million aggregate principal amount of PNM April 2025 SUNs in private placement transactions.PNM issued $350.0 million aggregate principal amount of PNM July 2025 SUNs in private placement transactions.TNMP issued $140.0 million aggregate principal amount of TNMP February 2025 Bonds in private placement transactions.TNMP issued $1,084.3 million aggregate principal amount of TNMP July 2025 FMBs in private placement transactions.The Company anticipates that it will be necessary to obtain additional long-term financing in the form of debt refinancing, new debt issuances, and/or new equity, including those provided for under the Merger Agreement, to fund its capital requirements during the 2025-2029 period.

Worse than expectedNet earnings attributable to TXNM decreased to $161.2 million for the nine months ended September 30, 2025, from $226.4 million in the prior year.Diluted EPS decreased to $1.63 for the nine months ended September 30, 2025, from $2.50 in the prior year.PNM's utility margin decreased by $7.3 million for the nine months ended September 30, 2025, primarily due to milder weather and capacity arrangements.Higher operating expenses, increased depreciation, and higher interest charges across both PNM and TNMP contributed to the decline in consolidated earnings.

Summary

TXNM Energy, Inc. (TXNM) reported net earnings attributable to TXNM of $161.2 million, or $1.63 per diluted share, for the nine months ended September 30, 2025, a decrease from $226.4 million, or $2.50 per diluted share, in the same period of 2024.
For the three months ended September 30, 2025, net earnings attributable to TXNM were $130.7 million, or $1.22 per diluted share, compared to $131.2 million, or $1.45 per diluted share, in the prior year.
The proposed merger with Blackstone Infrastructure was unanimously approved by the TXNM Board and shareholders on August 28, 2025, and is expected to close in the second half of 2026, pending various regulatory approvals.
PNM's utility margin decreased by $7.3 million for the nine months ended September 30, 2025, primarily due to milder weather and capacity arrangements, partially offset by rate relief and industrial load growth.
TNMP's utility margin increased by $39.5 million for the nine months ended September 30, 2025, driven by transmission and distribution rate increases and significant demand-based load growth, including a 102.7% increase in data center load.
Consolidated capital requirements are projected at $8.6 billion for 2025-2029, including $7.834.3 billion for construction expenditures and $762.3 million for common stock dividends.
PNM's 2025 Rate Request, seeking a general increase in retail electric rates, received NMPRC approval on May 15, 2025, with an overall revenue requirement increase of $105.0 million.
TNMP qualifies for Texas House Bill 5247 (HB 5247), allowing it to defer costs for qualifying investments to a regulatory asset, with the first comprehensive filing expected in 2026.

Sentiment

Score: 5

Explanation: While earnings declined year-over-year, the company is actively managing its regulatory environment with several approvals for rate increases and capital projects. The pending merger with Blackstone Infrastructure introduces both uncertainty and potential for future stability. Significant capital investments are planned for grid modernization and clean energy transition, which are long-term positives, but current financial performance is mixed due to higher expenses and milder weather.

Positives

TNMP's utility margin increased by $39.5 million for the nine months ended September 30, 2025, driven by transmission and distribution rate increases and demand-based load growth.
TNMP experienced significant data center load growth, increasing 102.7% for the nine months ended September 30, 2025.
PNM's industrial load increased by 17.6% for the nine months ended September 30, 2025.
PNM's 2025 Rate Request, including a $105.0 million revenue requirement increase, was approved by the NMPRC on May 15, 2025.
PNM's Grid Modernization Plan, with investments increasing to approximately $367 million over the first six years, received NMPRC approval.
PNM's 2028 Resource Application, including two 150 MW Energy Storage Agreements, a 167 MW Power Purchase Agreement for Valencia, and a Certificate of Convenience and Necessity for a 100 MW solar facility and 30 MW battery (with a 20 MW option), was approved by NMPRC on June 26, 2025.
TNMP received a $34.6 million sales and use tax refund, with $24.7 million applied to 2025 capital projects.
The merger with Blackstone Infrastructure was unanimously approved by the TXNM Board and shareholders on August 28, 2025.
The company maintains investment-grade credit ratings from Moody's and S&P, with S&P viewing the merger as credit supportive.
New Mexico's Strategic Economic Development Site Readiness Bill and Power Readiness Bill were passed, supporting economic development and utility infrastructure investments.

Negatives

TXNM's net earnings attributable to TXNM decreased to $161.2 million for the nine months ended September 30, 2025, from $226.4 million in the prior year.
TXNM's diluted EPS decreased to $1.63 for the nine months ended September 30, 2025, from $2.50 in the prior year.
PNM's utility margin decreased by $7.3 million for the nine months ended September 30, 2025, primarily due to milder weather and capacity arrangements.
Higher operating expenses, increased depreciation, and higher interest charges across both PNM and TNMP negatively impacted consolidated earnings.
PNM recorded a regulatory disallowance of $0.9 million related to the Four Corners Coal Mine reclamation remeasurement for the capped surface mine liability in Q3 2025.
The newly enacted One Big Beautiful Bill Act of 2025 (OBBBA) accelerates the phase-out of certain Inflation Reduction Act energy tax credits and restricts credit availability for foreign entities of concern, potentially leading to higher costs for future renewable energy development.
PNM notified the Western Power Pool of its election to withdraw from the Western Resource Adequacy Program (WRAP), potentially impacting regional resource adequacy coordination.
Merger-related litigation has been instituted by purported TXNM shareholders alleging omitted or misrepresented material information in the preliminary proxy statement.

Risks

Failure of Parent (Blackstone Infrastructure) to obtain any equity, debt, or other financing necessary to complete the Merger.
Uncertainty regarding the timing, receipt, and terms of required governmental and regulatory approvals (PUCT, NMPRC, FERC, NRC, HSR) for the Merger, which could reduce anticipated benefits or cause abandonment.
The occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including in circumstances requiring TXNM to pay a $210.0 million termination fee plus costs.
The announcement and pendency of the proposed Merger could disrupt TXNM's businesses, adversely affect its ability to retain and hire key personnel, and maintain relationships with customers and suppliers.
Operating restrictions imposed by the Merger Agreement may prevent TXNM from pursuing otherwise attractive business opportunities or capital structure alternatives.
The risk that the price of TXNM's common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed.
The outcome of any legal proceedings, regulatory proceedings, or enforcement matters that may be instituted relating to the Merger, including shareholder lawsuits.
The inability of PNM and TNMP to recover costs and earn allowed returns in regulated jurisdictions, impacting service levels for customers.
Uncertainty regarding the requirements and related costs of decommissioning power plants and reclamation of coal mines, as well as the ability to recover those costs from customers.
Potential for regulatory orders, legislation, or rulemakings that provide for municipalization or public ownership of utility assets, or which would delay or impact resource procurement.
The Company's ability to maintain its debt and access financial markets due to disruptions, ratings agency actions, interest rate fluctuations, geopolitical activity, or the risk of wildfires and storms.
Risks associated with the cost and completion of generation, transmission, distribution, and other projects, including regulatory approvals, cost recovery, counterparty obligations, and supply chain disruptions.
The potential unavailability of cash from TXNM's subsidiaries due to regulatory, statutory, or contractual restrictions.
Performance of generating units, transmission systems, and distribution systems, which could be negatively affected by operational issues, fuel quality and supply chain issues, unplanned outages, extreme weather conditions, wildfires, storms, terrorism, and cybersecurity breaches.
State and federal regulation or legislation relating to environmental matters and renewable energy requirements, the resultant costs of compliance, and other impacts on operations and economic viability.
Risks related to climate change, including potential financial and reputational risks from increased stakeholder scrutiny, litigation, and legislative/regulatory efforts to limit greenhouse gases.
Uncertainty surrounding counterparty performance and credit risk, including the ability of counterparties to supply fuel and perform reclamation activities.
The impacts of decreases in the values of marketable securities maintained in trusts for decommissioning, reclamation, pension benefits, and other postretirement benefits.

Future Outlook

The merger with Blackstone Infrastructure is expected to close in the second half of 2026, contingent on various regulatory approvals. PNM aims to achieve a 100% carbon-free generating portfolio by 2040 and plans to join the Extended Day Ahead Market (EDAM) in the fall of 2027, with associated costs to be sought for recovery in a future rate case. PNM anticipates specific contributions to its mine reclamation trusts in 2025, with no contributions expected in 2026 or 2027 for its pension plan. TNMP expects to file its first comprehensive proceeding under HB 5247 in 2026 to recover costs for eligible transmission and distribution investments. EPA intends to finalize proposed rules on GHG emission standards and PM standards by the end of 2025 and October 2026, respectively, and a final rule for CCR handling in Native American reservations by December 2026. The company anticipates needing additional long-term financing in the form of debt and/or equity issuances to fund its capital requirements through 2029.

Management Comments

TXNM strives to create a clean and bright energy future for customers, communities, and shareholders.
TXNM's strategy and decision-making are focused on safely providing reliable, affordable, and environmentally responsible power built on a foundation of sustainability.
Management believes that maintaining strong and modern electric infrastructure is critical to ensuring reliability and supporting economic growth.
PNM has successfully complied with all WRAP requirements to date and fully supports the need to align a resource adequacy program with coordination between power providers.
PNM will seek to align resource adequacy coordination with others in the EDAM regional market to maximize customer benefits.
The Company strives to deliver a superior customer experience.
TXNM has a long-standing record of environmental stewardship.
PNM stands out as one of the few investor-owned utilities dedicated to operating a tribal relations office, which is focused on serving and collaborating with 18 of the 23 sovereign nations in New Mexico and the Southwest.
TXNM recognizes its responsibility to support programs and organizations that enrich the quality of life across its service territories and seeks opportunities to further demonstrate its commitment in these areas as needs arise.
The Company currently believes that its internal cash generation, existing credit arrangements, and access to public and private capital markets will provide sufficient resources to meet the Company's capital requirements for at least the next twelve months.
The Company believes its financing arrangements are sufficient to meet the requirements of the contingent provisions.

Industry Context

The utility industry is navigating a complex landscape characterized by a transition towards carbon-free generation, increasing regulatory scrutiny on environmental matters, and the need for significant infrastructure investments. New Mexico's Energy Transition Act (ETA) mandates a 100% zero-carbon energy portfolio by 2045, driving PNM's strategic shift. Federal legislation, such as the Inflation Reduction Act (IRA), initially provided clean energy incentives, but the recent One Big Beautiful Bill Act of 2025 (OBBBA) introduces uncertainty by accelerating phase-outs and restricting credits. Regulatory bodies like the EPA are reconsidering key environmental regulations, including GHG standards and coal combustion residuals (CCRs), creating an evolving compliance environment. Regional energy markets, such as CAISO's EIM and the planned EDAM, are expanding to integrate renewable resources and enhance efficiency. Texas is actively encouraging utility investments in grid reliability and resiliency through new legislation like HB 5247, providing timely cost recovery mechanisms. Customer satisfaction remains a key focus, with utilities like PNM maintaining stable rankings despite industry-wide declines, emphasizing the importance of service quality and community engagement.

Comparison to Industry Standards

PNM measures reliability and benchmarks performance against other utilities using industry-standard metrics, including System Average Interruption Duration Index and System Average Interruption Frequency Index.
PNM's ranking in customer satisfaction (as measured by J.D. Power) remains stable, reflecting sustained efforts to improve the customer journey, while the electric utility industry generally experiences declines.
TNMP's high-performance homes residential new construction energy efficiency program has earned the Energy Star Partner of the Year award for 8 years, including 6 years receiving the Sustained Excellence Award, recognizing long-term commitment to fighting climate change and protecting public health through energy efficiency.
PNM's commitment to becoming 100% carbon-free by 2040 produces a carbon emissions reduction pathway that tracks within the ranges of climate scenario pathways consistent with limiting global warming to less than 2 degrees Celsius, comparing favorably to the U.S. Intended Nationally Determined Contribution (INDC) of 50%-52% carbon emissions reduction by 2030 and the Biden Administration's goal of net-zero by 2050.
The company believes the terms and conditions of its revolving credit facilities are consistent with those of other investment grade revolving credit facilities in the utility industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary	NA	Newly appointed (name not specified in excerpt)	September 16, 2024	One-time sign-on equity grant

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Name Change and Authorized Shares Increase	PNM Resources, Inc. amended its Articles of Incorporation to change its name to TXNM Energy, Inc. and increase the number of authorized shares of common stock from 120,000,000 to 200,000,000.	August 2, 2024	Reflects corporate restructuring and increased flexibility for equity financing.
Merger Agreement Approval	The proposed Merger with Blackstone Infrastructure was unanimously approved by the TXNM Board and by a majority of TXNM shareholders.	August 28, 2025 (shareholder approval)	Key step towards the consummation of the Merger, subject to regulatory approvals.
Dividend Policy	The Board approved a 5.4% increase in the annual common stock dividend in December 2023 and a 5.2% increase in December 2024.	December 2023, December 2024	Demonstrates commitment to shareholder returns, within the target payout ratio of 50% to 60% of ongoing earnings.
Risk Management Oversight	The Board's Finance Committee sets risk limit parameters, and the Risk Management Committee (RMC) has oversight over the risk control organization, establishing policies and reviewing activities.	Ongoing	Ensures integrated risk and strategy oversight and planning, particularly for climate change and operational risks.

Legal Proceedings

Merger-Related Litigation: TXNM has received demand letters and draft complaints from purported shareholders alleging omitted or misrepresented material information in the preliminary proxy statement regarding the Merger. TXNM believes these allegations are without merit and will defend vigorously.
Four Corners NPDES Permit: Environmental groups filed a petition for review with the U.S. Court of Appeals for the Ninth Circuit regarding the reissued permit. A settlement agreement was executed in May 2022, and EPA issued a modification to the permit in December 2023. PNM does not anticipate a material impact.
SJGS Groundwater Contamination: PNM received a letter from NMED on July 29, 2025, designating PNM as a responsible party and requiring a Stage 1 Abatement Plan proposal for SJGS for groundwater and soil contamination. PNM is currently unable to determine the outcome of this matter.
CCR Legacy Rule: Six petitions for review of the Legacy Rule were filed and consolidated by the DC Circuit. The Utility Solid Waste Activities Group, of which TXNM is a member, is a petitioner. The U.S. Supreme Court denied a requested stay. The DC Circuit has agreed to hold the case in abeyance until December 15, 2025.
EPA GHG Standards: Over a dozen states, several industry groups, and some power companies and labor unions filed challenges to EPA's 2024 Clean Air Act Section 111 rules at the DC Circuit. EPA announced reconsideration of these standards and the 2009 Endangerment Finding.
Ozone Interstate Transport FIP: EPA filed a motion for voluntary remand of its ozone interstate transport FIP for the 2015 ozone NAAQS to reconsider the rule.
PM Standard: The 2024 rule lowering the primary annual PM 2.5 NAAQS was challenged in the U.S. Court of Appeals for the Eighth Circuit, but motions for a stay were denied. EPA announced reconsideration.

Related Party Transactions

Services billings from TXNM to PNM totaled $98.270 million for the nine months ended September 30, 2025 (vs. $99.525 million in 2024).
Services billings from TXNM to TNMP totaled $39.621 million for the nine months ended September 30, 2025 (vs. $40.314 million in 2024).
Services billings from PNM to TNMP totaled $0.247 million for the nine months ended September 30, 2025 (vs. $0.368 million in 2024).
Services billings from TNMP to TXNM totaled $0.078 million for the nine months ended September 30, 2025 (vs. $0.085 million in 2024).
Services billings from TNMP to PNM totaled $0.497 million for the nine months ended September 30, 2025 (vs. $0.497 million in 2024).
Renewable energy purchases from PNM to NMRD were $0 for the nine months ended September 30, 2025 (vs. $1.523 million in 2024), as NMRD was sold on February 27, 2024.
Interest charges from TXNM to PNM totaled $0.133 million for the nine months ended September 30, 2025 (vs. $0.116 million in 2024).
Interest charges from PNM to TXNM totaled $0.398 million for the nine months ended September 30, 2025 (vs. $0.465 million in 2024).
Interest charges from TXNM to TNMP totaled $0.210 million for the nine months ended September 30, 2025 (vs. $0.202 million in 2024).
TXNM had $1.7 million in short-term borrowings from PNMR Development at September 30, 2025.

Stakeholder Impact

Shareholders: Approved the merger with Blackstone Infrastructure, with a proposed cash consideration of $61.25 per share. However, they face risks related to merger termination, stock price fluctuations, and ongoing merger-related litigation.
Customers: PNM customers will receive $105.0 million in retail rate credits over four years and benefit from $10.0 million in additional contributions to the PNM Good Neighbor Fund and $25.0 million for innovative technologies as part of the merger benefits. TNMP customers will receive $35.0 million in rate credits over four years and benefit from $10.0 million in economic development funding and $5.0 million in additional community support. PNM's 2025 Rate Request approval will lead to increased retail rates. Grid modernization and energy efficiency programs aim to improve service, affordability, and access to clean energy, particularly for low-income customers.
Employees: Face uncertainty regarding their roles after the merger. The company has an employee crisis management fund to support those affected by natural disasters.
Communities: Will benefit from significant economic development funding ($35.0 million for PNM, $10.0 million for TNMP) and increased charitable giving as part of the merger. The company maintains strong community involvement, including wildfire safety initiatives, the Light up Navajo project, and partnerships with tribal nations and universities.
Suppliers/Vendors/Partners: May experience disruptions or defer new contracts due to the uncertainty surrounding the merger.
Creditors: The merger constitutes a Change of Control under certain debt agreements, requiring lender consents or refinancing. The company's commitment to maintaining investment-grade credit ratings aims to ensure continued access to capital markets.

Next Steps

TXNM to obtain remaining regulatory approvals for the Merger (PUCT, NMPRC, FERC, NRC, HSR).
TXNM to coordinate with lenders to amend Change of Control definition or refinance/enter new debt agreements prior to Merger closing.
TNMP to make another offer to prepay remaining outstanding FMBs ($420.7 million) within 30 business days of Merger closing.
PNM to seek recovery of EDAM costs in a future rate case.
PNM to continue monitoring and abatement activities at Santa Fe Generating Station until groundwater meets standards or NMED determines remediation is not required.
PNM to work with experienced consultants to design and conduct site investigations and groundwater modeling to develop the SJGS S1AP proposal (due November 26, 2025).
PNM to conduct a two-part evaluation of historic and current CCRMUs at SJGS, with reports due February 9, 2026, and February 8, 2027.
PNM to continue gathering additional groundwater data and performing remedial evaluations and activities at Four Corners CCR disposal units.
PNM expects to host similar wildfire safety events in 2026.
PNM to file its 2026 IRP by September 1, 2026.
PNM to file and present its evaluation of RFP bids for 2029-2032 new energy resources by January 9, 2026.
The NMPRC is expected to rule on the Meta special service contract application during a future open meeting.
TNMP expects to make its first comprehensive filing under Section 36.216 in 2026.
TNMP's second 2025 DCRF case is pending review by the PUCT.
TNMP's request to adjust EECRF for 2026 is pending review by the PUCT.
EPA intends to finalize the proposed rule on GHG emission standards by the end of 2025.
EPA anticipates a proposed rule for the PM standard in January 2026 with a final rule expected in October 2026.
EPA anticipates a final rule for a federal permitting program for CCR handling within Native American reservations in December 2026.
EPA to develop regulatory changes on the implementation and structure of the Regional Haze Rule (comments due December 1, 2025).
The New Mexico Environmental Improvement Board is expected to deliver a final rule on the regional haze SIP on November 21, 2025.
The Company will continue to monitor the United States' move to withdraw from the Paris Agreement.
The Company will continue to monitor developments regarding California's climate-related disclosure laws.

Key Dates

Date	Description
September 2017	PNMR Development and AEP OnSite Partners created NMRD.
November 1997	The DC Circuit issued a decision preventing the DOE from excusing its own delay in opening a permanent repository for spent nuclear fuel.
1998	The DOE was required to open a permanent repository for spent nuclear fuel.
2005	TXNM acquired TNP Enterprises, Inc. and Subsidiaries.
July 7, 2005	TNMP Articles of Incorporation were amended.
2007	TNMP assets in New Mexico, including goodwill, were transferred to PNM.
2007	PNM began offering comprehensive energy efficiency and load management programs.
May 18, 2008	EPA published the final rule to retain the current primary health-based NOx standards.
August 3, 2015	EPA established Carbon Pollution Standards.
December 12, 2015	The Paris Agreement was adopted.
2015	EPA issued the final Steam Electric Effluent Limitation Guidelines (ELG) rule.
2015	EPA issued Carbon Pollution Standards for new, modified, and reconstructed power plants.
2015	EPA issued the Clean Power Plan for existing power plants.
2015	EPA finalized new ozone National Ambient Air Quality Standards (NAAQS), lowering the 8-hour standard from 75 to 70 parts per billion.
2015	EPA's coal ash rule included a non-hazardous waste determination for coal ash.
August 27, 2015	PNM filed its NM 2015 Rate Case.
January 4, 2016	The final Steam Electric ELG rule became effective.
2016	The Water Infrastructure Improvements for the Nation Act (WIIN Act) was signed into law.
December 7, 2016	PNM filed its NM 2016 Rate Case.
December 31, 2017	Restructuring of the San Juan Generating Station (SJGS) ownership occurred.
January 1, 2018	The earliest date for compliance with ELG for regulated waste streams was set (later postponed to November 1, 2020).
May 18, 2018	The NOx standard rule became effective.
May 30, 2018	TNMP filed its TNMP 2018 Rate Case Application.
2019	EPA repealed the Clean Power Plan and promulgated the Affordable Clean Energy (ACE) Rule.
2019	EPA announced its final decision to retain the SO2 NAAQS without changes.
2019	EPA issued findings that several states, including New Mexico, failed to submit interstate transport State Implementation Plans (SIPs) for the 2015 8-hour ozone NAAQS.
2019	EPA published a proposed rule revising the original ELG.
2019	PNM received notice from NMED that an abatement plan for the Santa Fe Generating Station is required.
2019	PNM piloted the Light up Navajo project.
January 1, 2019	The TNMP 2018 Rate Case reduction in customer rates became effective.
June 18, 2013	TNMP Bylaws were amended.
July 13, 2020	EPA proposed to retain the existing ozone NAAQS.
August 2020	The WFB LOC Facility was entered into.
September 30, 2020	The Environmental Appeals Board (EAB) denied a petition for review of the Four Corners NPDES permit.
November 4, 2020	The U.S. officially withdrew from the Paris Agreement.
November 9, 2020	The Four Corners NPDES permit was issued.
December 1, 2020	The Four Corners NPDES permit became effective.
January 19, 2021	The DC Circuit vacated the ACE Rule.
January 20, 2021	President Biden signed an executive order addressing climate change.
January 20, 2021	President Biden signed an instrument to rejoin the Paris Agreement.
January 21, 2021	The instrument to rejoin the Paris Agreement was deposited with the United Nations.
January 22, 2021	Environmental groups filed a petition for review of the EAB's decision with the U.S. Court of Appeals for the Ninth Circuit.
February 19, 2021	The U.S. officially became a party to the Paris Agreement.
April 5, 2021	PNM and Salt River Project entered into an Asset Purchase and Sale Agreement.
April 11, 2021	The deadline for operators of unlined impoundments to cease waste receipt and initiate closure.
April 22, 2021	At the Earth Day Summit, President Biden unveiled the goal to cut U.S. emissions by 50%-52% from 2005 levels by 2030.
June 18, 2021	The Community Solar Act became effective.
July 27, 2021	The New Mexico Environment Department (NMED) submitted a Good Neighbor SIP.
October 13, 2021	The earliest date for compliance with new ELG limits (no later than December 31, 2025).
November 9, 2021	The San Juan County Commission approved the Coal-Fired Electricity Generating Facility Demolition and Remediation Ordinance (Ordinance 121).
March 21, 2022	EPA provided notice of a proposed settlement agreement with environmental groups regarding the Four Corners NPDES permit.
May 2, 2022	A settlement agreement was executed regarding the Four Corners NPDES permit.
June 30, 2022	The U.S. Supreme Court held that the generation shifting approach in the Clean Power Plan exceeded EPA powers.
July 1, 2022	PNM Bylaws were amended.
August 30, 2022	EPA published a Finding of Failure to Submit for states, including New Mexico, for the round 2 regional haze SIP.
September 2022	A new decommissioning cost study for SJGS was completed, resulting in a $21.1 million decrease in the estimated obligation.
October 2022	PNM filed its Grid Modernization Plan with the NMPRC.
December 5, 2022	PNM filed its 2024 Rate Change application.
December 28, 2022	SJGS owners submitted the decommissioning and remediation plan.
2022	PNM joined EPRIs Climate READi program.
2022	PNM implemented its first Transportation Electrification Program (TEP).
January 1, 2023	A CO2 emissions limit of 1,100 lbs. per MWh began for new and existing coal-fired Electric Generating Units (EGUs).
January 2023	PVNGS Unit 1 leases expired, and the associated sale to Salt River Project closed.
March 15, 2023	EPA Administrator Regan signed a final action imposing a Federal Implementation Plan (FIP) on multiple states (excluding New Mexico).
March 29, 2023	EPA published the proposed ELG Rule in the Federal Register.
April 2023	PNM began using its mine reclamation trust to pay for final mine reclamation costs.
April 2023	PNM joined the Western Resource Adequacy Program (WRAP).
June 1, 2023	PNM filed its 2024-2026 TEP with the NMPRC.
July 17, 2023	Comments were due on the proposed ELG Rule.
July 2023	The work plan for 2023 Corrective Action Fund (CAF) work was completed and submitted to NMED.
August 21, 2023	EPA announced a new review of the ozone standard.
August 25, 2023	PNM Energy Transition Bond Company I, LLC (ETBC I) was formed.
September 1, 2023	TNMP's first 2023 Distribution Cost Recovery Factor (DCRF) became effective.
November 15, 2023	ETBC I issued $343.2 million aggregate principal amount of its senior secured energy transition bonds, Series A.
December 1, 2023	EPA issued a modification to the Four Corners NPDES permit.
December 4, 2023	The Company entered into a retention agreement with its President and Chief Operating Officer.
December 15, 2023	PNM filed its 2023 Integrated Resource Plan (IRP).
December 2023	The TXNM Board approved a 5.4% increase in the annual common stock dividend.
December 2023	NMED approved the 2023 CAF work plan.
December 31, 2023	The Four Corners NPDES permit modification became effective.
January 1, 2024	The most recent adjustment to the Price-Anderson Nuclear Industries Indemnity Act took effect.
January 3, 2024	The NMPRC issued a final order authorizing PNM to implement a $15.3 million increase in non-fuel base rates.
January 26, 2024	The hearing examiners issued a Recommended Decision (RD) for PNM's 2024 Plan.
January 2024	PVNGS Unit 2 leases expired, and the associated sale to Salt River Project closed.
February 2, 2024	The hearing examiners issued an RD for PNM's 2024-2026 TEP.
February 16, 2024	EPA published a proposed rule partially disapproving SIPs for New Mexico and four other states.
February 23, 2024	The NMPRC approved the RD for PNM's 2024-2026 TEP with modifications.
February 27, 2024	PNMR Development and AEP OnSite Partners sold their respective interests in NMRD.
March 1, 2024	TNMP's Energy Efficiency Cost Recovery Factor (EECRF) became effective.
March 7, 2024	The NMPRC approved the RD for PNM's 2024 Plan.
March 15, 2024	TNMP's Transmission Cost of Service (TCOS) rate increase became effective.
March 26, 2024	EPA announced the opening of a non-regulatory docket for GHG regulation of existing gas combustion turbines.
March 28, 2024	TNMP entered into the TNMP 2024 Bond Purchase Agreement.
April 1, 2024	TXNM performed annual goodwill impairment evaluations.
April 4, 2024	The NMPRC accepted PNM's 2023 IRP.
April 8, 2024	The Board elected to convert the unvested portion of the President and COO's retention bonus into restricted stock rights.
April 26, 2024	PNM's TEP rider became effective.
May 3, 2024	19,851 restricted stock rights were awarded to the President and COO.
May 6, 2024	TXNM entered into a distribution agreement for the TXNM 2024 ATM Program.
May 9, 2024	EPA published a final rule to further revise the ELG.
May 10, 2024	PNM entered into a $200.0 million term loan agreement (the PNM 2024 Term Loan).
May 28, 2024	The public comment period closed for EPA's non-regulatory docket on GHG regulation of existing gas combustion turbines.
May 31, 2024	TNMP filed a request to adjust the EECRF for 2025.
June 3, 2024	PNM remarketed Pollution Control Revenue Bonds (PCRBs) aggregating $198.0 million.
June 10, 2024	TXNM issued $500.0 million Convertible Notes.
June 14, 2024	PNM filed an application for its 2025 Rate Request.
June 21, 2024	TXNM issued an additional $50.0 million Convertible Notes.
July 1, 2024	TNMP issued the third and fourth series of TNMP 2024 Bonds.
July 8, 2024	Hurricane Beryl made landfall in the Texas Gulf Coast.
July 28, 2024	TNMP's DCRF became effective.
August 2, 2024	PNM Resources, Inc. amended its Articles of Incorporation to change its name to TXNM Energy, Inc.
August 5, 2024	TXNM amended the distribution agreement for the TXNM 2024 ATM Program, increasing the aggregate sales amount to $300.0 million.
August 28, 2024	TNMP filed its first System Resiliency Plan (SRP) with the Public Utility Commission of Texas (PUCT).
September 16, 2024	The Company's newly appointed General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary was awarded 9,300 shares of restricted stock.
September 20, 2024	TNMP's TCOS rate increase became effective.
September 30, 2024	The sale of AEP OnSite Partners LLC was completed.
October 17, 2024	The NMPRC issued a final order largely approving PNM's Grid Modernization Plan.
October 24, 2024	The PUCT approved TNMP's EECRF for 2025.
November 17, 2024	TNMP's DCRF became effective.
November 22, 2024	PNM filed its 2028 Resource Application.
November 26, 2024	PNM filed an unopposed comprehensive stipulation with the NMPRC for its 2025 Rate Request.
December 6, 2024	The DC Circuit heard oral arguments on challenges to EPA's 2024 Clean Air Act Section 111 rules.
December 11, 2024	TNMP filed an unopposed settlement with the PUCT for its SRP.
December 2024	A coal mine reclamation study for Four Corners was completed.
December 2024	The TXNM Board approved a 5.2% increase in the annual common stock dividend.
December 30, 2024	TXNM physically settled shares under the TXNM 2024 ATM Program.
December 30, 2024	PNM issued its 2029-2032 Request for Proposal (RFP).
January 20, 2025	President Trump issued executive orders directing a review of agency actions and withdrawal from the Paris Agreement.
January 21, 2025	PNM entered into a $195.0 million term loan agreement (the PNM 2025 Term Loan).
January 2025	Accounting Standards Update (ASU) 2025-01 was issued.
February 14, 2025	TNMP entered into the TNMP February 2025 Bond Purchase Agreement.
February 17, 2025	A hearing was held for PNM's 2025 Rate Request.
February 18, 2025	A hearing was held for PNM's 2025 Rate Request.
February 2025	The Board ratified performance-based shares for the 2022-2024 performance measurement period.
February 28, 2025	TXNM filed a shelf registration.
March 1, 2025	TNMP's EECRF became effective.
March 3, 2025	NMED submitted a final revised regional haze SIP to the New Mexico Environmental Improvement Board.
March 6, 2025	The final rule lowering the primary annual PM 2.5 NAAQS to 9 ug/m3 was published.
March 10, 2025	EPA filed a motion for voluntary remand of its ozone interstate transport FIP.
March 12, 2025	PNM and intervening parties filed an unopposed comprehensive stipulation for the 2028 Resource Application.
March 12, 2025	EPA announced reconsideration of the Regional Haze Program and ELGs.
March 12, 2025	TNMP filed a refund claim with the Texas Comptroller's office for overpaid sales and use taxes.
March 14, 2025	PNM filed its first CO2 Emissions Measurement and Compliance Annual Report.
March 25, 2025	TNMP's TCOS rate increase became effective.
March 26, 2025	TNMP received the final order from the PUCT for its SRP.
April 1, 2025	TXNM performed annual goodwill impairment evaluations.
April 8, 2025	The hearing examiners issued a certification of stipulation recommending approval of PNM's 2025 Rate Request.
April 23, 2025	PNM issued PNM April 2025 Senior Unsecured Notes (SUNs).
April 28, 2025	The New Mexico Environmental Improvement Board held a public hearing on the regional haze SIP.
April 30, 2025	The New Mexico Environmental Improvement Board held a public hearing on the regional haze SIP.
May 6, 2025	The hearing examiners issued a certification of stipulation recommending approval of PNM's 2028 Resource Application.
May 6, 2024	The PM 2.5 NAAQS final rule became effective.
May 15, 2025	The NMPRC issued a final order adopting the unopposed stipulation for PNM's 2025 Rate Request.
May 16, 2025	TXNM paid the remaining balance due under its TXNM 2021 Delayed Draw Term Loan.
May 18, 2025	TXNM, Parent, and Merger Sub entered into the Merger Agreement.
May 18, 2025	TXNM entered into the TXNM Merger Backstop Revolving Facility.
May 18, 2025	TNMP entered into the TNMP Merger Backstop Term Loan.
May 18, 2025	TXNM entered into the May 2025 Stock Purchase Agreement.
May 19, 2025	TXNM borrowed approximately $4.0 million under the TXNM Merger Backstop Revolving Facility.
May 21, 2025	TXNM repaid the entire balance under the TXNM Merger Backstop Revolving Facility.
May 23, 2025	TXNM and TNMP entered into Lender Consents.
May 23, 2025	The TXNM Merger Backstop Revolving Facility expired.
May 27, 2025	TXNM physically settled all shares under the TXNM 2024 ATM Program.
May 30, 2025	PNM filed its application for its 2026 renewable energy procurement plan.
May 30, 2025	TNMP filed its request to adjust the EECRF for 2026.
June 2, 2025	Consummation of the May 2025 Stock Purchase Agreement occurred.
June 13, 2025	PNM filed an application with the NMPRC for an amended special service contract with Meta Platforms Inc.
June 14, 2025	TNMP's Offer to prepay First Mortgage Bonds (FMBs) expired.
June 17, 2025	EPA published a proposed rule with alternatives to repeal or revise GHG emission standards for EGUs.
June 20, 2025	Texas House Bill 5247 (HB 5247) was signed into law by Governor Gregg Abbott.
June 20, 2025	PNM filed its first annual Grid Modernization Plan review.
June 24, 2025	TXNM entered into the June 2025 Stock Purchase Agreement.
June 24, 2025	Holders of validly tendered TNMP FMBs received prepayment.
June 26, 2025	The NMPRC approved the unopposed stipulation for PNM's 2028 Resource Application.
June 27, 2025	The closing of the issuance under the June 2025 Stock Purchase Agreement occurred.
June 29, 2025	TNMP's DCRF became effective.
July 1, 2025	The first phase of PNM's 2025 Rate Request became effective.
July 1, 2025	TXNM terminated all treasury lock agreements.
July 3, 2025	A procedural order was issued for the Meta special service contract application.
July 4, 2025	The One Big Beautiful Bill Act of 2025 (OBBBA) was enacted.
July 21, 2025	TNMP entered into the TNMP July 2025 Bond Purchase Agreement.
July 21, 2025	TNMP issued the TNMP July 2025 FMBs.
July 21, 2025	The TNMP Merger Backstop Term Loan was repaid and terminated.
July 25, 2025	PNM amended its PNM New Mexico Credit Facility.
July 29, 2025	PNM received a letter from NMED requiring a Stage 1 Abatement Plan (S1AP) proposal for SJGS.
July 31, 2025	PNM entered into the PNM July 2025 Note Purchase Agreement.
July 31, 2025	PNM issued PNM July 2025 SUNs.
August 1, 2025	EPA published a proposal to rescind the Agency's 2009 final rule commonly known as the Endangerment Finding.
August 6, 2025	PNM filed an application with the NMPRC for approval of a Certificate of Convenience and Necessity (CCN) to construct, own, and operate 30 MWs of energy storage (BESS Project).
August 8, 2025	TXNM registered shares for resale from the June 2025 Stock Purchase Agreement.
August 15, 2025	TXNM entered into a distribution agreement for the TXNM 2025 ATM Program.
August 15, 2025	TXNM began selling shares under the TXNM 2025 ATM Program.
August 18, 2025	TXNM sold 209,990 shares under the TXNM 2025 ATM Program.
August 19, 2025	TXNM sold 18,500, 200,000, and 200,000 shares under the TXNM 2025 ATM Program.
August 20, 2025	TXNM sold 1,000,000 shares under the TXNM 2025 ATM Program.
August 21, 2025	TXNM sold 64,016 and 1,500,000 shares under the TXNM 2025 ATM Program.
August 22, 2025	PNM filed an application with the NMPRC requesting approval to create a regulatory asset for Extended Day Ahead Market (EDAM) costs.
August 22, 2025	TXNM sold 135,327 shares under the TXNM 2025 ATM Program.
August 25, 2025	TXNM filed applications for Merger approval with the NMPRC, PUCT, and FERC.
August 25, 2025	TXNM sold 41,408 and 118,819 shares under the TXNM 2025 ATM Program.
August 26, 2025	TXNM sold 54,317 shares under the TXNM 2025 ATM Program.
August 28, 2025	TXNM held a special meeting of shareholders, approving the Merger.
August 29, 2025	TXNM paid the remaining balance due under its TXNM 2023 Term Loan, terminating the agreement.
September 15, 2025	Comments were due on EPA's proposed rule to repeal/revise GHG emission standards and proposal to rescind the Endangerment Finding.
September 19, 2025	TNMP's TCOS rate increase became effective.
September 22, 2025	TNMP received the requested sales and use tax refund.
September 25, 2025	The NM Supreme Court issued a ruling rejecting the consolidated appeal and upholding the NMPRC's final order for the 2024 Rate Change.
September 25, 2025	The Hearing Examiners issued an RD recommending approval of PNM's 2026 renewable energy procurement plan.
September 30, 2025	End of the reporting period.
October 2, 2025	EPA published an advanced notice of proposed rulemaking to solicit information for the Regional Haze Rule.
October 2, 2025	EPA published proposed and direct final rules for the extension of deadlines and other provisions for ELG.
October 16, 2025	The NMPRC approved an accounting order for PNM's EDAM costs.
October 21, 2025	A prehearing conference was held for the Meta special service contract application.
October 24, 2025	Shares of common stock outstanding for TXNM were 108,921,356; for PNM were 39,117,799; and for TNMP were 6,358.
October 28, 2025	PNM notified the Western Power Pool of its election to withdraw from WRAP.
October 30, 2025	The NMPRC issued a Final Order approving PNM's 2026 renewable energy procurement plan.
October 31, 2025	Date of filing for the Quarterly Report on Form 10-Q.
November 3, 2025	Comments are due on EPA's proposed and direct final rules for ELG.
November 10, 2025	The PNM 2024 Term Loan is due.
November 21, 2025	The New Mexico Environmental Improvement Board is expected to deliver a final rule on the regional haze SIP.
November 26, 2025	PNM's request to delay the S1AP submission for SJGS was approved.
December 1, 2025	Comments are due on EPA's advanced notice of proposed rulemaking for the Regional Haze Rule.
December 15, 2025	The DC Circuit agreed to hold the Legacy Rule case in abeyance.
December 31, 2025	EPA intends to finalize the proposed rule on GHG emission standards.
December 31, 2025	The PNM settlement agreement with APS for PVNGS claims ends.
January 2026	EPA anticipates a proposed rule for the PM standard.
January 9, 2026	PNM's deadline to file and present its evaluation of RFP bids for 2029-2032 new energy resources.
February 9, 2026	The Independent Monitor (IM) is expected to issue a final report for PNM's 2029-2032 RFP.
March 6, 2026	EPA will designate attainment/nonattainment areas for PM 2.5 NAAQS.
July 21, 2026	The PNM 2025 Term Loan is due.
September 1, 2026	PNM's 2026 IRP filing date.
October 1, 2026	PNM's 0.875% PCRBs have a mandatory tender date.
October 2026	EPA expects a final rule for ELG.
Second half of 2026	The Merger is currently expected to close.
December 31, 2026	The End Date for the Merger Agreement (with potential extension).
March 6, 2027	States will submit a SIP to EPA for PM 2.5 NAAQS.
Fall 2027	PNM plans to join the Extended Day Ahead Market (EDAM).
December 2027	The PVNGS initial operating license period ends.
February 2028	TXNM's shelf registration statement expires.
May 2028	PNM's Power Purchase Agreement (PPA) to purchase electricity from Valencia ends.
May 2026	PNM's shelf registration statement expires.
November 2047	The PVNGS extended operation period ends.
2040	PNM's goal for a 100% carbon-free generating portfolio.
2045	New Mexico's Energy Transition Act (ETA) requirement for 100% zero-carbon energy.
2050	President Biden's goal of a net-zero emissions economy.

Recommendation

hold

The company's earnings performance for the nine months ended September 30, 2025, shows a notable decline compared to the prior year, primarily due to increased operating expenses, depreciation, and interest charges, alongside some unfavorable weather impacts for PNM. While TNMP shows strong utility margin growth driven by rate relief and load, the consolidated picture is weaker. The pending merger with Blackstone Infrastructure, while approved by shareholders, still faces significant regulatory hurdles and associated risks, creating uncertainty. The substantial capital expenditure plans for grid modernization and clean energy transition are positive long-term strategic moves, supported by regulatory approvals for rate recovery, but their full financial benefits are yet to be realized. Given the mixed financial results, the ongoing regulatory complexities, and the inherent uncertainties of a large-scale merger, a 'Hold' recommendation is appropriate for a seasoned investor. The stock is not a 'Strong Buy' due to the earnings decline and merger risks, nor a 'Sell' given the strategic long-term investments and regulatory support for future growth.

Keywords

Utility, Electric, Energy, Power, New Mexico, Texas, PNM, TNMP, TXNM, Blackstone, Merger, Acquisition, SEC Filing, 10-Q, Quarterly Report, Financial Results, Earnings, Revenue, Capital Expenditures, Regulatory, Rate Case, Grid Modernization, Renewable Energy, Carbon-Free, Climate Change, ESG, Infrastructure, Transmission, Distribution, Debt, Liquidity, Shareholder, Risk Factors

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