TXNM 8-K
Txnm Energy Inc (TXNM)
8-K
2026-07-31
For: 2026-07-31
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Added on
July 31, 2026
| UNITED STATES | |||||
| SECURITIES AND EXCHANGE COMMISSION | |||||
| Washington, D.C. 20549 | |||||
| FORM | |||||
| CURRENT REPORT | |||||
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 | |||||
| Date of Report (Date of earliest event reported) | ||||||||
| (July 31, 2026) | ||||||||
Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. | ||||||||||||||
(A New Mexico Corporation)
Telephone Number - (505 ) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296
Public Service Company of New Mexico
(A New Mexico Corporation)
Telephone Number - (505 ) 241-2700
Commission File No. - 001-06986
IRS Employer Identification No. - 85-0019030
(A Texas Corporation)
Telephone Number - (972 ) 420-4189
Commission File No. - 002-97230
IRS Employer Identification No. - 75-0204070
____________________________________________________________________________________________________________
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 | |||||||||||
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 2.02 Results of Operations and Financial Condition.
On July 31, 2026, TXNM Energy, Inc., Public Service Company of New Mexico, and Texas-New Mexico Power Company (collectively, the “Company”) issued a press release announcing results of operations for the three and six months ended June 30, 2026. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The Company's press release and other communications from time to time may include certain financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"). A “non-GAAP financial measure” is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the company's financial statements.
Non-GAAP financial measures utilized by the Company include presentations, on an ongoing basis, of revenues, operating expenses, operating income, other income and deductions, earnings, and earnings per share. The Company uses ongoing earnings and ongoing earnings per diluted share (or ongoing diluted earnings per share) to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees. Certain non-GAAP financial measures utilized by the Company exclude the impact of net unrealized mark-to-market gains and losses on economic hedges, the net change in unrealized gains and losses on investment securities, pension expense related to previously disposed of gas distribution business, and certain non-recurring, infrequent, and other items. The Company's management believes that these non-GAAP financial measures provide useful information to investors by removing the effect of variances in GAAP reported results of operations that are not indicative of fundamental changes in the earnings capacity of the Company's operations. Management also believes that the presentation of the non-GAAP financial measures is largely consistent with its past practice, as well as industry practice in general, and will enable investors and analysts to compare current non-GAAP measures with non-GAAP measures with respect to prior periods.
The non-GAAP financial measures used by the Company should not be considered in isolation from or as a substitute for measures of performance prepared in accordance with GAAP.
The Company uses ongoing earnings guidance to provide investors with management's expectations of ongoing financial performance over the period presented. While the Company believes ongoing earnings guidance is an appropriate measure, it is not a measure presented in accordance with GAAP. The Company does not intend for ongoing earnings guidance to represent an expectation of net earnings as defined by GAAP. Since the future differences between GAAP and ongoing earnings are frequently outside the control of the Company, management is generally not able to estimate the impact of the reconciling items between forecasted GAAP earnings and ongoing earnings guidance, nor their probable impact on GAAP earnings without unreasonable effort; therefore, management is generally not able to provide a corresponding GAAP equivalent for forecasted ongoing earnings guidance. Reconciling items may include revenues and expenses resulting from transactions that do not occur in the normal course of the Company's business operations, as well as net unrealized mark-to-market gains and losses on economic hedges, the net change in unrealized gains and losses on investment securities, and pension expense related to previously disposed of gas distribution business as discussed above.
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section and not deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| TXNM ENERGY, INC. | |||||
| PUBLIC SERVICE COMPANY OF NEW MEXICO | |||||
| TEXAS-NEW MEXICO POWER COMPANY | |||||
| (Registrants) | |||||
| Date: July 31, 2026 | /s/ Gerald R. Bischoff | ||||
| Gerald R. Bischoff | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||
Exhibit 99.1
ALBUQUERQUE, N.M.
July 31, 2026
TXNM Energy Reports Second Quarter 2026 Results
•2026 second quarter GAAP earnings of $0.64 per diluted share
•2026 second quarter ongoing earnings of $0.58 per diluted share
•Acquisition agreement extended; TNMP rate increase approved
TXNM Energy (In millions, except EPS)
| Q2 2026 | Q2 2025 | YTD 2026 | YTD 2025 | |||||||||||
| GAAP net earnings attributable to TXNM Energy | $71.3 | $21.6 | $75.0 | $30.5 | ||||||||||
| GAAP diluted EPS | $0.64 | $0.22 | $0.67 | $0.32 | ||||||||||
| Ongoing net earnings | $64.1 | $24.5 | $88.0 | $42.6 | ||||||||||
| Ongoing diluted EPS | $0.58 | $0.25 | $0.79 | $0.45 | ||||||||||
TXNM Energy (NYSE: TXNM) today reported 2026 second quarter results. As previously announced, TXNM Energy does not plan to issue earnings guidance during pendency of the proposed transaction with Blackstone Infrastructure.
"Increased retail load at both PNM and TNMP, including new all-time system peaks this summer, underscores the need for grid investment to support growing customer demand,” said Don Tarry, President and CEO of TXNM Energy. “We continue to pursue approval for our agreement with Blackstone Infrastructure to assist us in meeting these needs along with providing significant benefits and protections to our customers and communities.”
TRANSACTION UPDATE
On May 19, 2025, TXNM Energy announced an agreement under which affiliates of Blackstone Infrastructure will acquire the outstanding common stock of TXNM Energy for $61.25 per share.
Shareholders approved the proposed transaction on August 28, 2025. In February 2026, approval was received from the Federal Energy Regulatory Commission and the Public Utility Commission of Texas ("PUCT") approved a unanimous settlement agreement on the proposed transaction. Clearance has been received from the Federal Communications Commission and the waiting period under the Hart-Scott-Rodino Act has expired without any objections or concerns having been raised. Approvals continue to be pursued from the Nuclear Regulatory Commission and New Mexico Public Regulation Commission ("NMPRC").
On July 17, 2026, TXNM Energy and Blackstone Infrastructure extended the termination date under the agreement to May 31, 2027, to allow for further time to obtain regulatory approvals. TXNM Energy anticipates that the closing of the acquisition will occur in the first half of 2027, subject to the satisfaction or waiver of the remaining customary closing conditions, including among other things, receipt of approval from the NMPRC and federal regulatory approvals.
REGULATORY UPDATE
On May 29, 2026, Public Service Company of New Mexico ("PNM") filed its 2029-2032 Resource Portfolio Application with the NMPRC seeking approval of a balanced portfolio including 800 MW of wind power purchase agreements ("PPAs"), 240 MW of solar PPAs, 610 MW of battery storage agreements, 40 MW expansion of PNM-owned natural gas generation and abandonment and exit of PNM’s interest in the Four Corners Power Plant ("Four Corners") in 2031. The application also includes a request for an accounting order for resources associated with future economic development and gives notice that PNM intends to extend operations of the existing Reeves Generating Station through the end of 2044 to provide additional resource assurance. The proposed portfolio addresses projected resource shortfalls beginning in 2029, driven by load growth and the need to replace capacity as PNM exits Four Corners.
Texas New Mexico Power ("TNMP") and all parties to TNMP's base rate review reached a settlement and filed an unopposed stipulation with the PUCT on May 29, 2026. The stipulation agreed to TNMP’s recovery of $2.8 billion of rate base, a return on equity of 9.65% and a 45% equity ratio. The PUCT approved the settlement on July 30, 2026, with interim rates relating back to May 22, 2026, until the final approved rates are implemented on September 13, 2026.
SEGMENT REPORTING OF 2026 SECOND QUARTER EARNINGS
•PNM – a vertically integrated electric utility in New Mexico with distribution, transmission and generation assets.
•TNMP – an electric transmission and distribution utility in Texas.
•Corporate and Other – reflects the TXNM Energy holding company and other subsidiaries.
EPS Results by Segment
| GAAP Diluted EPS | Ongoing Diluted EPS | ||||||||||||||||
| Q2 2026 | Q2 2025 | Q2 2026 | Q2 2025 | ||||||||||||||
| PNM | $0.41 | $0.25 | $0.30 | $0.12 | |||||||||||||
| TNMP | $0.36 | $0.22 | $0.39 | $0.27 | |||||||||||||
| Corporate and Other | ($0.13) | ($0.25) | ($0.11) | ($0.14) | |||||||||||||
| Consolidated TXNM Energy | $0.64 | $0.22 | $0.58 | $0.25 | |||||||||||||
Net changes to GAAP and ongoing earnings in the second quarter of 2026 compared to the second quarter of 2025 include:
•PNM: Rate relief from the approved 2025 Rate Request, higher retail load, higher transmission revenues, timing of plant outages and increased performance on investment securities were partially offset by higher depreciation, property tax and interest expense associated with new capital investments and increased demand charges from energy storage agreements added in late 2025.
•TNMP: Rate recovery through the Distribution Cost Recovery Factor and Transmission Cost of Service rate mechanisms, revenues recorded under Texas House Bill 5247, impacts of interim rates and higher retail load were partially offset by higher depreciation, property tax and interest expense associated with new capital investments.
•Corporate and Other: Lower interest expense due to lower debt balances increased earnings.
GAAP and ongoing earnings per share were reduced in the second quarter of 2026 by shares issued in June and August 2025 and in March and May 2026. In addition, GAAP earnings in the second quarter of 2026 included $16.1 million of net unrealized gains on investment securities compared to $16.6 million in the second quarter of 2025. GAAP earnings in the second quarter of 2026 also included $7.2 million of costs related to the planned acquisition compared to $19.5 million in the second quarter of 2025.
Background:
TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.
CONTACTS:
Analysts Media
Lisa Goodman Corporate Communications
(505) 241-2160 (505) 241-2743
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this press release 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 potential issuance of common stock by TXNM Energy and the potential transaction between TXNM Energy and Blackstone Infrastructure, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding TXNM Energy’s and Blackstone Infrastructure’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. Neither Blackstone Infrastructure nor TXNM Energy assumes any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM Energy caution readers not to place undue reliance on these statements. TXNM Energy’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 Energy’s Form 10-K and Form 10-Q filings and the information filed on TXNM Energy’s Forms 8-K with the Securities and Exchange Commission (the “SEC”), which factors are specifically incorporated by reference herein and the risks and uncertainties related to the proposed transaction with Blackstone Infrastructure, including, but not limited to: the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement, including in circumstances requiring the Company to pay a termination fee, the possibility that TXNM Energy’s shareholders may not approve the transaction agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, the outcome of legal proceedings that may be instituted against TXNM Energy, its directors and others related to the proposed transaction, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TXNM Energy to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, the amount of costs, fees, charges or expenses resulting from the proposed transaction, and the risk that the price of TXNM Energy’s common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed. 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.
This press release does not constitute an offer to sell nor a solicitation of an offer to purchase shares of TXNM Energy common stock 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.
Non-GAAP Financial Measures
GAAP refers to generally accepted accounting principles in the U.S. Ongoing earnings is a non-GAAP financial measure that excludes the impact of net unrealized mark-to-market gains and losses on economic hedges, the net change in unrealized gains and losses on investment securities, pension expense related to previously disposed of gas distribution business, and certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company's operations. The Company uses ongoing earnings and ongoing earnings per diluted share to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees. While the Company believes these financial measures are appropriate and useful for investors, they are not measures presented in accordance with GAAP. The Company does not intend for these measures, or any piece of these measures, to represent any financial measure as defined by GAAP. Furthermore, the Company’s calculations of these measures as presented may or may not be comparable to similarly titled measures used by other companies. The Company uses ongoing earnings guidance to provide investors with management's expectations of ongoing financial performance over the period presented. While the Company believes ongoing earnings guidance is an appropriate measure, it is not a measure presented in accordance with GAAP. The Company does not intend for ongoing earnings guidance to represent an expectation of net earnings as defined by GAAP. Since the future differences between GAAP and ongoing earnings are frequently outside the control of the Company, management is generally not able to estimate the impact of the reconciling items between forecasted GAAP net earnings and ongoing earnings guidance, nor their probable impact on GAAP net earnings without unreasonable effort, therefore, management is generally not able to provide a corresponding GAAP equivalent for ongoing earnings guidance. Reconciliations between GAAP and ongoing earnings are contained in schedules 1-4.
TXNM Energy, Inc. and Subsidiaries
Schedule 1
Reconciliation of GAAP to Ongoing Earnings
(Unaudited)
| PNM | TNMP | Corporate and Other | TXNM Consolidated | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 45,766 | $ | 39,934 | $ | (14,436) | $ | 71,264 | ||||||||||||||||||
| Adjusting items before income tax effects: | ||||||||||||||||||||||||||
Net change in unrealized (gains) losses on investment securities2a | (16,094) | — | — | (16,094) | ||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business2b | 405 | — | — | 405 | ||||||||||||||||||||||
Process improvement initiatives2c | 161 | 76 | — | 237 | ||||||||||||||||||||||
Merger related costs2d | 1,408 | 3,684 | 2,124 | 7,216 | ||||||||||||||||||||||
| Total adjustments before income tax effects | (14,120) | 3,760 | 2,124 | (8,236) | ||||||||||||||||||||||
Income tax impact of above adjustments1 | 3,586 | (790) | (540) | 2,256 | ||||||||||||||||||||||
Timing of statutory and effective tax rates on non-recurring items4 | (1,930) | (56) | 823 | (1,163) | ||||||||||||||||||||||
Total income tax impacts3 | 1,656 | (846) | 283 | 1,093 | ||||||||||||||||||||||
| Adjusting items, net of income taxes | (12,464) | 2,914 | 2,407 | (7,143) | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 33,302 | $ | 42,848 | $ | (12,029) | $ | 64,121 | ||||||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 29,884 | $ | 70,624 | $ | (25,507) | $ | 75,001 | ||||||||||||||||||
| Adjusting items before income tax effects: | ||||||||||||||||||||||||||
Net change in unrealized (gains) losses on investment securities2a | 795 | — | — | 795 | ||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business2b | 1,120 | — | — | 1,120 | ||||||||||||||||||||||
Process improvement initiatives2c | 1,162 | 76 | — | 1,238 | ||||||||||||||||||||||
Merger related costs2d | 2,418 | 7,479 | 2,953 | 12,850 | ||||||||||||||||||||||
| Total adjustments before income tax effects | 5,495 | 7,555 | 2,953 | 16,003 | ||||||||||||||||||||||
Income tax impact of above adjustments1 | (1,396) | (1,586) | (750) | (3,732) | ||||||||||||||||||||||
Timing of statutory and effective tax rates on non-recurring items4 | 320 | (210) | 578 | 688 | ||||||||||||||||||||||
Total income tax impacts3 | (1,076) | (1,796) | (172) | (3,044) | ||||||||||||||||||||||
| Adjusting items, net of income taxes | 4,419 | 5,759 | 2,781 | 12,959 | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 34,303 | $ | 76,383 | $ | (22,726) | $ | 87,960 | ||||||||||||||||||
1 Tax effects calculated using a tax rate of 21.0% for TNMP and 25.4% for other segments | ||||||||||||||||||||||||||
2 The pre-tax impacts (in thousands) of adjusting items are reflected on the GAAP Condensed Consolidated Statements of Earnings as follows: | ||||||||||||||||||||||||||
a Changes in "Gains (losses) on investment securities" reflecting non-cash performance relative to market, not indicative of funding requirements | ||||||||||||||||||||||||||
b Increases in "Other (deductions)" | ||||||||||||||||||||||||||
c Increases in "Administrative and general" of $0.2 million and $1.2 million for the three and six months ended June 30, 2026 at PNM and increases of $0.1 million at TNMP for both the three and six months ended June 30, 2026 | ||||||||||||||||||||||||||
d Increases in "Administrative and general" of $1.4 million and $2.4 million at PNM for the three and six months ended June 30 2026; Increases in "Administrative and general" of less than $0.1 million and $0.1 million and in "Interest expense" of $2.5 million and $6.2 million and decreases in "Alternative revenue" of $1.2 million at TNMP for the three and six months ended June 30, 2026; and Increases in "Administrative and general" at Corporate and Other of $2.1 million and $3.0 million for the three and six months ended June 30, 2026 | ||||||||||||||||||||||||||
3 Increases (decreases) in "Income Taxes (Benefits)" | ||||||||||||||||||||||||||
4 Income tax timing impacts resulting from differences between the statutory rates of 25.4% for PNM, 21.0% for TNMP and the average expected statutory tax rate of 22.8% for TXNM, and the GAAP anticipated effective tax rates of 12.4% for PNM, 20.2% for TNMP, and 15.1% for TXNM, which have reversed | ||||||||||||||||||||||||||
TXNM Energy, Inc. and Subsidiaries
Schedule 2
Reconciliation of GAAP to Ongoing Earnings
(Unaudited)
| PNM | TNMP | Corporate and Other | TXNM Consolidated | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 24,362 | $ | 20,968 | $ | (23,754) | $ | 21,576 | ||||||||||||||||||
Adjusting items before income tax effects: | ||||||||||||||||||||||||||
Net change in unrealized (gains) losses on investment securities2a | (16,617) | — | — | (16,617) | ||||||||||||||||||||||
Rate Request settlement2b | 1,500 | — | — | 1,500 | ||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business2c | 784 | — | — | 784 | ||||||||||||||||||||||
Process improvement initiatives2d | 227 | — | 155 | 382 | ||||||||||||||||||||||
Merger related costs2e | 17 | 6,771 | 12,751 | 19,539 | ||||||||||||||||||||||
| Total adjustments before income tax effects | (14,089) | 6,771 | 12,906 | 5,588 | ||||||||||||||||||||||
Income tax impact of above adjustments1 | 3,578 | (1,422) | (3,278) | (1,122) | ||||||||||||||||||||||
Timing of statutory and effective tax rates on non-recurring items4 | (2,753) | 84 | 1,129 | (1,540) | ||||||||||||||||||||||
Total income tax impacts3 | 825 | (1,338) | (2,149) | (2,662) | ||||||||||||||||||||||
| Adjusting items, net of income taxes | (13,264) | 5,433 | 10,757 | 2,926 | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 11,098 | $ | 26,401 | $ | (12,997) | $ | 24,502 | ||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 25,307 | $ | 43,251 | $ | (38,059) | $ | 30,499 | ||||||||||||||||||
Adjusting items before income tax effects: | ||||||||||||||||||||||||||
Net change in unrealized (gains) losses on investment securities2a | (8,383) | — | — | (8,383) | ||||||||||||||||||||||
Rate Request settlement2b | 1,500 | — | — | 1,500 | ||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business2c | 1,568 | — | — | 1,568 | ||||||||||||||||||||||
Process improvement initiatives2d | 443 | — | 155 | 598 | ||||||||||||||||||||||
Merger related costs2e | 17 | 6,771 | 14,364 | 21,152 | ||||||||||||||||||||||
| Total adjustments before income tax effects | (4,855) | 6,771 | 14,519 | 16,435 | ||||||||||||||||||||||
Income tax impact of above adjustments1 | 1,233 | (1,422) | (3,689) | (3,878) | ||||||||||||||||||||||
Timing of statutory and effective tax rates on non-recurring items4 | (1,668) | 25 | 1,215 | (428) | ||||||||||||||||||||||
Total income tax impacts3 | (435) | (1,397) | (2,474) | (4,306) | ||||||||||||||||||||||
| Adjusting items, net of income taxes | (5,290) | 5,374 | 12,045 | 12,129 | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 20,017 | $ | 48,625 | $ | (26,014) | $ | 42,628 | ||||||||||||||||||
1Tax effects calculated using a tax rate of 21.0% for TNMP and 25.4% for other segments | ||||||||||||||||||||||||||
2 The pre-tax impacts (in thousands) of adjusting items are reflected on the GAAP Condensed Consolidated Statement of Earnings as follows: | ||||||||||||||||||||||||||
a Changes in "Gains on investment securities" reflecting non-cash performance relative to market, not indicative of funding requirements | ||||||||||||||||||||||||||
b Increases in "Administrative and general" | ||||||||||||||||||||||||||
c Increases in "Other (deductions)" | ||||||||||||||||||||||||||
d Increases in "Energy production costs" of less than $0.1 million and $0.2 million, in "Transmission and distribution costs" of less than $0.1 million and $0.1 million, and in "Administrative and general" of $0.1 million and $0.1 million for the three and six months ended June 30, 2025 at PNM and increase of $0.2 million in "Administrative and general" at Corporate and Other for the three and six months ended June 30, 2025 | ||||||||||||||||||||||||||
e Increases in "Administrative and general" of $0.1 million and in "Interest charges" of $6.7 million at TNMP for the three and six months ended June 20 2025; Increases in "Administrative and general" at Corporate and Other of $12.8 million and $14.4 million for the three and six months ended June 20, 2025. Amounts for the six months ended June 30, 2025 have been adjusted by $1.5 million for Merger related costs that were previously reported as process improvement initiatives at March 31, 2025 | ||||||||||||||||||||||||||
3 Increases (decreases) in "Income Taxes (Benefits)" | ||||||||||||||||||||||||||
4 Income tax timing impacts resulting from differences between the statutory rates of 25.4% for PNM, 21.0% for TNMP and the average expected statutory tax rate of 22.7% for TXNM, and the GAAP anticipated effective tax rates of 9.4% for PNM, 20.5% for TNMP, and 13.4% for TXNM, which will reverse by year end | ||||||||||||||||||||||||||
TXNM Energy, Inc. and Subsidiaries
Schedule 3
Reconciliation of GAAP to Ongoing Earnings Per Diluted Share
(Unaudited)
| PNM | TNMP | Corporate and Other | TXNM Consolidated | |||||||||||||||||||||||
| (per diluted share) | ||||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 0.41 | $ | 0.36 | $ | (0.13) | $ | 0.64 | ||||||||||||||||||
Adjusting items, net of income tax effects: | ||||||||||||||||||||||||||
| Net change in unrealized (gains) losses on investment securities | (0.11) | — | — | (0.11) | ||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
| Merger related costs | 0.01 | 0.03 | 0.02 | 0.06 | ||||||||||||||||||||||
| Timing of statutory and effective tax rates on non-recurring items | (0.02) | — | — | (0.02) | ||||||||||||||||||||||
| Total Adjustments | (0.11) | 0.03 | 0.02 | (0.06) | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 0.30 | $ | 0.39 | $ | (0.11) | $ | 0.58 | ||||||||||||||||||
| Average Diluted Shares Outstanding: 111,232,085 | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 0.27 | $ | 0.63 | $ | (0.23) | $ | 0.67 | ||||||||||||||||||
Adjusting items, net of income tax effects: | ||||||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
Process improvement initiatives | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
| Merger related costs | 0.02 | 0.05 | 0.03 | 0.10 | ||||||||||||||||||||||
| Total Adjustments | 0.04 | 0.05 | 0.03 | 0.12 | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 0.31 | $ | 0.68 | $ | (0.20) | $ | 0.79 | ||||||||||||||||||
| Average Diluted Shares Outstanding: 112,052,373 | ||||||||||||||||||||||||||
TXNM Energy, Inc. and Subsidiaries
Schedule 4
Reconciliation of GAAP to Ongoing Earnings Per Diluted Share
(Unaudited)
| PNM | TNMP | Corporate and Other | TXNM Consolidated | |||||||||||||||||||||||
| (per diluted share) | ||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 0.25 | $ | 0.22 | $ | (0.25) | $ | 0.22 | ||||||||||||||||||
Adjusting items, net of income tax effects: | ||||||||||||||||||||||||||
| Net change in unrealized (gains) losses on investment securities | (0.13) | — | — | (0.13) | ||||||||||||||||||||||
| Rate Case Settlement | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
Pension expense related to previously disposed of gas distribution business | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
| Merger related costs | — | 0.05 | 0.10 | 0.15 | ||||||||||||||||||||||
| Timing of statutory and effective tax rates on non-recurring items | (0.02) | — | 0.01 | (0.01) | ||||||||||||||||||||||
| Total Adjustments | (0.13) | 0.05 | 0.11 | 0.03 | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 0.12 | $ | 0.27 | $ | (0.14) | $ | 0.25 | ||||||||||||||||||
| Average Diluted Shares Outstanding: 96,196,269 | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| GAAP Net Earnings (Loss) Attributable to TXNM | $ | 0.27 | $ | 0.46 | $ | (0.41) | $ | 0.32 | ||||||||||||||||||
Adjusting items, net of income tax effects: | ||||||||||||||||||||||||||
| Net change in unrealized (gains) losses on investment securities | (0.07) | — | — | (0.07) | ||||||||||||||||||||||
Rate Case Settlement | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
| Pension expense related to previously disposed of gas distribution business | 0.01 | — | — | 0.01 | ||||||||||||||||||||||
Process Improvement | — | — | 0.01 | 0.01 | ||||||||||||||||||||||
| Merger related costs | — | 0.05 | 0.12 | 0.17 | ||||||||||||||||||||||
| Timing of statutory and effective tax rates on non-recurring items | (0.01) | — | 0.01 | — | ||||||||||||||||||||||
| Total Adjustments | (0.06) | 0.05 | 0.14 | 0.13 | ||||||||||||||||||||||
| Ongoing Earnings (Loss) | $ | 0.21 | $ | 0.51 | $ | (0.27) | $ | 0.45 | ||||||||||||||||||
| Average Diluted Shares Outstanding: 94,637,324 | ||||||||||||||||||||||||||
TXNM Energy, Inc. and Subsidiaries
Schedule 5
Condensed Consolidated Statements of Earnings
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||
| Electric Operating Revenues | $ | 548,554 | $ | 502,420 | $ | 1,053,536 | $ | 985,212 | |||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Cost of energy | 164,139 | 167,622 | 330,631 | 336,804 | |||||||||||||||||||
| Administrative and general | 64,868 | 75,991 | 131,781 | 136,760 | |||||||||||||||||||
| Energy production costs | 25,340 | 26,081 | 49,743 | 50,627 | |||||||||||||||||||
| Depreciation and amortization | 114,631 | 105,235 | 226,954 | 209,786 | |||||||||||||||||||
| Transmission and distribution costs | 25,377 | 26,461 | 51,264 | 51,966 | |||||||||||||||||||
| Taxes other than income taxes | 30,897 | 28,329 | 62,850 | 54,679 | |||||||||||||||||||
| Total operating expenses | 425,252 | 429,719 | 853,223 | 840,622 | |||||||||||||||||||
| Operating income | 123,302 | 72,701 | 200,313 | 144,590 | |||||||||||||||||||
| Other Income and Deductions: | |||||||||||||||||||||||
| Interest income | 4,179 | 3,872 | 7,746 | 8,119 | |||||||||||||||||||
| Gains on investment securities | 24,414 | 23,556 | 15,470 | 22,315 | |||||||||||||||||||
| Other income | 8,111 | 5,704 | 14,968 | 10,433 | |||||||||||||||||||
| Other (deductions) | (2,997) | (6,481) | (4,897) | (8,739) | |||||||||||||||||||
| Net other income and deductions | 33,707 | 26,651 | 33,287 | 32,128 | |||||||||||||||||||
| Interest Charges | 69,343 | 72,013 | 137,938 | 135,564 | |||||||||||||||||||
| Earnings before Income Taxes | 87,666 | 27,339 | 95,662 | 41,154 | |||||||||||||||||||
| Income Taxes | 12,276 | 1,326 | 12,267 | 2,344 | |||||||||||||||||||
| Net Earnings | 75,390 | 26,013 | 83,395 | 38,810 | |||||||||||||||||||
| (Earnings) Attributable to Valencia Non-controlling Interest | (3,994) | (4,305) | (8,130) | (8,047) | |||||||||||||||||||
| Preferred Stock Dividend Requirements of Subsidiary | (132) | (132) | (264) | (264) | |||||||||||||||||||
Net Earnings Attributable to TXNM | $ | 71,264 | $ | 21,576 | $ | 75,001 | $ | 30,499 | |||||||||||||||
Net Earnings Attributable to TXNM per Common Share: | |||||||||||||||||||||||
| Basic | $ | 0.64 | $ | 0.22 | $ | 0.68 | $ | 0.32 | |||||||||||||||
| Diluted | $ | 0.64 | $ | 0.22 | $ | 0.67 | $ | 0.32 | |||||||||||||||
| Dividends Declared per Common Share | $ | 0.4225 | $ | 0.4075 | $ | 0.8450 | $ | 0.8150 | |||||||||||||||