Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission Fil ...

Exhibit 99.1 ALBUQUERQUE, N.M. October 31, 2025 | | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | | --- | --- | --- | --- | --- | | GAAP net earnings attributable to | | | | | | TXNM Energy | $130.7 | $131.2 | $161.2 | $226.4 | | GAAP diluted EPS | $1.22 | $1.45 | $1.63 | $2.50 | | Ongoing net earnings | $142.8 | $129.3 | $185.5 | $220.6 | | Ongoing diluted EPS | $1.33 | $1.43 | $1.87 | $2.44 | TXNM Energy (In millions, except EPS) TXNM Energy (NYSE: TXNM) today released its 2025 third quarter results. As previ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No. ...

Exhibit 99.1 TXNM Energy (In millions, except EPS) TXNM Energy (NYSE: TXNM) today released its 2025 second quarter results. Earnings results in the second quarter reflect the issuance of $600 million of equity, including $400 million issued to affiliates of Blackstone Infrastructure Partners L.P. ("Blackstone Infrastructure"), and debt refinancing resulting from the proposed transaction with Blackstone Infrastructure. As previously announced, TXNM Energy is not affirming previously issued earnings guidance ...

Core Points - The New Mexico Public Regulation Commission (NMPRC) approved a stipulation for PNM's 2028 Resource Application, which includes the addition of 450 megawatts (MW) of new solar and battery storage capacity [1][2] - The approved resources aim to support customers and advance New Mexico's zero-carbon requirements under the Energy Transition Act [1] - The stipulation was supported by various parties, including the Utility Division Staff of NMPRC and several energy advocacy groups [2] Company Overview - TXNM Energy is an energy holding company based in Albuquerque, New Mexico, serving over 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM [3] - PNM is a wholly owned subsidiary of TXNM Energy [1] Project Details - The stipulation includes the extension of a Valencia Purchase Power Agreement (PPA) for 167 MW through 2039, with the current agreement expiring in 2028 [7] - It also involves the addition of 300 MW capacity through Energy Storage Agreements (ESAs) for two 150 MW battery stand-alone storage facilities [7] - A 150 MW solar and battery storage facility (100 MW solar, 50 MW battery storage) will be located in the Central Consolidated School District, with a capital investment of $252 million planned between 2026 and 2028 [7]

Core Points - TXNM Energy's subsidiaries, PNM and TNMP, received regulatory approvals for rate recovery filings on May 15, 2025 [1][4]. Group 1: PNM Rate Approval - PNM obtained approval from the New Mexico Public Regulation Commission for its 2025 Rate Request application, with customer rates phased in: 50% increase effective July 1, 2025, and the remaining increase effective April 1, 2026 [2]. - The approved revenue increase for PNM is $105.0 million, based on a 9.45% return on equity and a 51% equity capitalization structure on a $3.0 billion rate base [3]. Group 2: TNMP Rate Approval - TNMP received approval from the Public Utility Commission of Texas for its Distribution Cost Recovery Factor application [4]. - The approved annual rate increase for TNMP is $25.0 million, recovering $176.6 million of incremental distribution rate base at an authorized return on equity of 9.65% with a capital structure of 55% debt and 45% equity [5].

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, ...

Executive Summary & Highlights This section provides an overview of Q1 2025 financial performance, CEO commentary, and reaffirmed 2025 guidance and long-term targets [Q1 2025 Financial Highlights](index=1&type=section&id=Q1%202025%20Financial%20Highlights) TXNM Energy reported a significant decrease in Q1 2025 GAAP and ongoing net earnings and diluted EPS, partly due to additional shares and unrealized investment losses Q1 2025 Financial Highlights ($ millions, per share) | | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | GAAP net earnings attributable to TXNM Energy | $8.9 | $47.2 | | GAAP diluted EPS | $0.10 | $0.52 | | Ongoing net earnings | $18.1 | $37.0 | | Ongoing diluted EPS | $0.19 | $0.41 | - 2025 first quarter GAAP earnings of **$0.10 per diluted share**[4](index=4&type=chunk) - 2025 first quarter ongoing earnings of **$0.19 per diluted share**[4](index=4&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Pat Collawn stated that Q1 2025 earnings are in line with full-year expectations, highlighting strong growth and capital recovery at TNMP and progress on PNM's rate case - Earnings results in the first quarter are on track with full year expectations[3](index=3&type=chunk) - TNMP reflects another quarter of strong growth and capital recovery[3](index=3&type=chunk) - PNM's unopposed rate case stipulation continues to move through the regulatory approval process[3](index=3&type=chunk) - Company will continue to prioritize customers' needs across Texas and New Mexico as it focuses on executing long-term investment plans[3](index=3&type=chunk) [2025 Guidance & Long-Term Targets](index=1&type=section&id=2025%20Guidance%20%26%20Long-Term%20Targets) TXNM Energy affirmed its 2025 consolidated ongoing earnings guidance range and maintained its long-term EPS growth target - Management affirmed its 2025 consolidated ongoing earnings guidance range of **$2.74 to $2.84 per diluted share**[2](index=2&type=chunk) - Maintained its long-term earnings growth target of **7% to 9%**[2](index=2&type=chunk) - 2025 ongoing earnings guidance range of **$2.74 - $2.84 per diluted share** affirmed[4](index=4&type=chunk) - Long-term earnings per share growth target of **7% to 9%**[4](index=4&type=chunk) Company Overview This section describes TXNM Energy's business as an energy holding company and details its operating segments: PNM, TNMP, and Corporate and Other [Business Description](index=3&type=section&id=Business%20Description) TXNM Energy is an energy holding company based in Albuquerque, New Mexico, providing energy to over 800,000 homes and businesses in Texas and New Mexico through its regulated utilities, TNMP and PNM - TXNM Energy is an energy holding company based in Albuquerque, New Mexico[12](index=12&type=chunk) - Delivers energy to more than **800,000 homes and businesses** across Texas and New Mexico[12](index=12&type=chunk) - Operates through its regulated utilities, TNMP and PNM[12](index=12&type=chunk) [Operating Segments](index=1&type=section&id=Operating%20Segments) TXNM Energy operates through three main segments: PNM (a vertically integrated electric utility), TNMP (an electric transmission and distribution utility), and Corporate and Other (holding company and subsidiaries) - PNM is a vertically integrated electric utility in New Mexico with distribution, transmission and generation assets[5](index=5&type=chunk) - TNMP is an electric transmission and distribution utility in Texas[5](index=5&type=chunk) - Corporate and Other reflects the TXNM Energy holding company and other subsidiaries[5](index=5&type=chunk) First Quarter 2025 Financial Performance This section details TXNM Energy's consolidated and segment-specific financial results for Q1 2025, including GAAP and ongoing earnings, and provides reconciliations between these measures [Consolidated Earnings Results (GAAP & Ongoing)](index=1&type=section&id=Consolidated%20Earnings%20Results%20(GAAP%20%26%20Ongoing)) Consolidated GAAP diluted EPS decreased significantly from **$0.52** in Q1 2024 to **$0.10** in Q1 2025, while ongoing diluted EPS also declined from **$0.41** to **$0.19**, partly due to additional shares issued and unrealized investment losses Consolidated Diluted EPS (per share) | | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | GAAP diluted EPS | $0.10 | $0.52 | | Ongoing diluted EPS | $0.19 | $0.41 | - GAAP and ongoing earnings per share were reduced in the first quarter of 2025 by additional shares issued in December 2024[7](index=7&type=chunk) - GAAP earnings in the first quarter of 2025 included **$8.2 million** of net unrealized losses on investment securities compared to **$12.2 million** of net unrealized gains in the first quarter of 2024[8](index=8&type=chunk) [Segment Performance Analysis](index=2&type=section&id=Segment%20Performance%20Analysis) PNM's GAAP and ongoing EPS saw a substantial decrease, while TNMP experienced growth in both GAAP and ongoing EPS, and Corporate and Other's loss per share increased Segment Diluted EPS (per share) | | GAAP Diluted EPS | | Ongoing Diluted EPS | | :--- | :--- | :--- | :--- | :--- | | | Q1 2025 | Q1 2024 | Q1 2025 | Q1 2024 | | PNM | $0.01 | $0.46 | $0.09 | $0.38 | | TNMP | $0.24 | $0.16 | $0.24 | $0.16 | | Corporate and Other | ($0.15) | ($0.10) | ($0.14) | ($0.13) | | Consolidated TXNM Energy | $0.10 | $0.52 | $0.19 | $0.41 | [PNM Segment Performance](index=2&type=section&id=PNM%20Segment%20Performance) PNM's GAAP diluted EPS dropped from **$0.46** to **$0.01**, and ongoing diluted EPS from **$0.38** to **$0.09**, due to lower transmission margins, increased expenses, and higher demand charges, partially offset by higher retail load PNM Segment Diluted EPS (per share) | | GAAP Diluted EPS | | Ongoing Diluted EPS | | :--- | :--- | :--- | :--- | :--- | | | Q1 2025 | Q1 2024 | Q1 2025 | Q1 2024 | | PNM | $0.01 | $0.46 | $0.09 | $0.38 | - Higher retail load, partially offset by lower weather-related usage[11](index=11&type=chunk) - Lower transmission margins due to market prices, timing of excess deferred income taxes, increased insurance premiums, timing of plant outages, higher depreciation, property tax and interest expense associated with new capital investments, and increased demand charges from energy storage agreements added in late 2024[11](index=11&type=chunk) [TNMP Segment Performance](index=2&type=section&id=TNMP%20Segment%20Performance) TNMP's GAAP and ongoing diluted EPS increased from **$0.16** to **$0.24**, driven by rate recovery mechanisms (DCRF and TCOS) and higher retail load, partially offset by increased expenses from new capital investments TNMP Segment Diluted EPS (per share) | | GAAP Diluted EPS | | Ongoing Diluted EPS | | :--- | :--- | :--- | :--- | :--- | | | Q1 2025 | Q1 2024 | Q1 2025 | Q1 2024 | | TNMP | $0.24 | $0.16 | $0.24 | $0.16 | - Rate recovery through Distribution Cost Recovery Factor (DCRF) and Transmission Cost of Service (TCOS) rate mechanisms[11](index=11&type=chunk) - Higher retail load including weather-related usage[11](index=11&type=chunk) - Partially offset by depreciation, property tax and interest expense associated with new capital investments[11](index=11&type=chunk) [Corporate and Other Segment Performance](index=2&type=section&id=Corporate%20and%20Other%20Segment%20Performance) Corporate and Other's GAAP diluted EPS loss increased from **($0.10)** to **($0.15)**, and ongoing diluted EPS loss increased from **($0.13)** to **($0.14)**, primarily due to increased interest expense from holding company debt Corporate and Other Segment Diluted EPS (per share) | | GAAP Diluted EPS | | Ongoing Diluted EPS | | :--- | :--- | :--- | :--- | :--- | | | Q1 2025 | Q1 2024 | Q1 2025 | Q1 2024 | | Corporate and Other | ($0.15) | ($0.10) | ($0.14) | ($0.13) | - Interest expense from holding company debt increased[11](index=11&type=chunk) [Reconciliation of GAAP to Ongoing Earnings](index=4&type=section&id=Reconciliation%20of%20GAAP%20to%20Ongoing%20Earnings) This section provides detailed reconciliations between GAAP and non-GAAP ongoing earnings and EPS, highlighting various adjusting items such as unrealized investment gains/losses, regulatory disallowances, pension expense, merger-related costs, and process improvement initiatives - 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[15](index=15&type=chunk) - The Company uses ongoing earnings and ongoing earnings per diluted share to evaluate the operations of the Company and to establish goals[15](index=15&type=chunk) [Net Earnings Reconciliation](index=4&type=section&id=Net%20Earnings%20Reconciliation) For Q1 2025, GAAP Net Earnings Attributable to TXNM were **$8,923 thousand**, with total adjustments (net of income taxes) of **$9,203 thousand**, resulting in Ongoing Earnings of **$18,126 thousand** Net Earnings Reconciliation ($ thousands) | | PNM | TNMP | Corporate and Other | TXNM Consolidated | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended March 31, 2025** | | | | | | GAAP Net Earnings (Loss) Attributable to TXNM | $945 | $22,283 | $(14,305) | $8,923 | | Adjusting items, net of income taxes | $7,973 | $(59) | $1,289 | $9,203 | | Ongoing Earnings (Loss) | $8,918 | $22,224 | $(13,016) | $18,126 | | **Three Months Ended March 31, 2024** | | | | | | GAAP Net Earnings (Loss) Attributable to TXNM | $41,920 | $14,583 | $(9,313) | $47,190 | | Adjusting items, net of income taxes | $(7,098) | $86 | $(3,222) | $(10,234) | | Ongoing Earnings (Loss) | $34,822 | $14,669 | $(12,535) | $36,956 | [EPS Reconciliation](index=5&type=section&id=EPS%20Reconciliation) For Q1 2025, GAAP diluted EPS was **$0.10**, with total adjustments (net of income tax effects) of **$0.09**, resulting in Ongoing diluted EPS of **$0.19** EPS Reconciliation (per share) | | PNM | TNMP | Corporate and Other | TXNM Consolidated | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended March 31, 2025** | | | | | | GAAP Net Earnings (Loss) Attributable to TXNM | $0.01 | $0.24 | $(0.15) | $0.10 | | Total Adjustments | $0.08 | — | $0.01 | $0.09 | | Ongoing Earnings (Loss) | $0.09 | $0.24 | $(0.14) | $0.19 | | Average Diluted Shares Outstanding: 93,179,447 | | | | | | **Three Months Ended March 31, 2024** | | | | | | GAAP Net Earnings (Loss) Attributable to TXNM | $0.46 | $0.16 | $(0.10) | $0.52 | | Total Adjustments | $(0.08) | — | $(0.03) | $(0.11) | | Ongoing Earnings (Loss) | $0.38 | $0.16 | $(0.13) | $0.41 | | Average Diluted Shares Outstanding: 90,513,888 | | | | | Condensed Consolidated Statements of Earnings This section presents the condensed consolidated statements of earnings for TXNM Energy, highlighting key revenue, expense, and net earnings figures for Q1 2025 and Q1 2024 [Condensed Consolidated Statements of Earnings](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Earnings) TXNM Energy reported a significant decrease in Net Earnings Attributable to TXNM, from **$47,190 thousand** in Q1 2024 to **$8,923 thousand** in Q1 2025, primarily due to a decrease in operating income and net other income and deductions, coupled with increased interest charges Condensed Consolidated Statements of Earnings ($ thousands, per share) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Electric Operating Revenues | $482,792 | $436,877 | | Total operating expenses | $410,903 | $356,287 | | Operating income | $71,889 | $80,590 | | Net other income and deductions | $5,477 | $10,967 | | Interest Charges | $63,551 | $53,762 | | Earnings before Income Taxes | $13,815 | $37,795 | | Income Taxes (Benefits) | $1,018 | $(12,571) | | Net Earnings | $12,797 | $50,366 | | Net Earnings Attributable to TXNM | $8,923 | $47,190 | | Diluted EPS | $0.10 | $0.52 | | Dividends Declared per Common Share | $0.4075 | $0.3875 | - Gains (losses) on investment securities shifted from a gain of **$17,998 thousand** in Q1 2024 to a loss of **$(1,241) thousand** in Q1 2025[20](index=20&type=chunk) Additional Information This section provides details on the upcoming conference call, contact information, a safe harbor statement, and definitions of non-GAAP financial measures [Conference Call Details](index=2&type=section&id=Conference%20Call%20Details) TXNM Energy will host a live conference call and webcast on Friday, May 9, at 11 a.m. Eastern to discuss the Q1 2025 results, featuring CEO Pat Collawn, President Don Tarry, and CFO Lisa Eden - First Quarter Conference Call: **11 A.M. Eastern Friday, May 9**[9](index=9&type=chunk) - Speaking on the call will be Pat Collawn (Chair and Chief Executive Officer), Don Tarry (President and Chief Operating Officer), and Lisa Eden (Senior Vice President and Chief Financial Officer)[9](index=9&type=chunk) - The conference call will be simultaneously broadcast and archived on the company's website at https://www.txnmenergy.com/investors/events-and-presentations[9](index=9&type=chunk) [Contacts](index=3&type=section&id=Contacts) Contact information is provided for analysts (Lisa Goodman) and media (Corporate Communications) - Analysts contact: Lisa Goodman at **(505) 241-2160**[13](index=13&type=chunk) - Media contact: Corporate Communications at **(505) 241-2743**[13](index=13&type=chunk) [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This statement cautions readers that forward-looking statements are based on current expectations, and actual results may differ materially due to various factors and risks outlined in SEC filings - Forward-looking statements are based upon current expectations and estimates and apply only as of the date of this report[14](index=14&type=chunk) - Readers are cautioned that actual results may differ materially from those expressed or implied by these forward-looking statements[14](index=14&type=chunk) - For a discussion of risk factors and other important factors affecting forward-looking statements, please see the Company's Form 10-K, Form 10-Q filings and the information included in the Company's Forms 8-K with the Securities and Exchange Commission[14](index=14&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) This section defines "Ongoing earnings" as a non-GAAP financial measure used by the company to evaluate operations and set goals, clarifying that these measures are not presented in accordance with GAAP - 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[15](index=15&type=chunk) - 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[15](index=15&type=chunk) - These financial measures are not measures presented in accordance with GAAP and may not be comparable to similarly titled measures used by other companies[15](index=15&type=chunk)

Core Viewpoint - PNM, a subsidiary of TXNM Energy, has filed an unopposed comprehensive stipulation with the New Mexico Public Regulation Commission to approve a resource portfolio that includes significant investments in solar and battery storage capacity to meet zero-carbon requirements [1][2]. Group 1: Resource Portfolio and Investment - The proposed resource portfolio includes the addition of 450 megawatts (MW) of new solar and battery storage capacity by 2028, reflecting a capital investment of $252 million from PNM between 2026 and 2028 [2]. - The stipulation also includes the extension of a Valencia Purchase Power Agreement (PPA) for 167 MW through 2039, and the addition of 300 MW capacity through Energy Storage Agreements (ESAs) for two 150 MW battery stand-alone storage facilities [8]. Group 2: Stakeholders and Approval Process - The stipulation is supported by various parties, including the Utility Division Staff of the New Mexico Public Regulation Commission, Coalition for Clean Affordable Energy, and others, with Central Consolidated School District also expressing support [3]. - The stipulation is subject to approval by the NMPRC, with hearings scheduled to begin on April 2, 2025 [3].

[GLOSSARY](index=4&type=section&id=GLOSSARY) Provides definitions for key terms used throughout the report [PART I](index=9&type=section&id=PART%20I) Covers the company's business operations, risk factors, and property details [Business Overview](index=9&type=section&id=ITEM%201.%20BUSINESS) TXNM Energy, Inc. operates two regulated electric utilities, PNM and TNMP, serving 834,000 customers in New Mexico and Texas, aiming for a clean energy future - TXNM Energy, Inc. (formerly PNMR) is a holding company with two regulated electric utilities, PNM and TNMP, serving approximately **834,000** residential, commercial, and industrial customers in New Mexico and Texas[24](index=24&type=chunk) - TXNM's vision is to create a clean and bright energy future, fulfilling its purpose to meet energy needs with customers and communities, underpinned by core values of Safety, Caring, and Integrity[25](index=25&type=chunk) - The Company is committed to earning authorized returns on regulated businesses, delivering at or above industry-average long-term earnings growth (with a dividend payout ratio between **50-60%**), and maintaining investment-grade credit ratings[31](index=31&type=chunk) - PNM plans to be coal-free no later than **2031** and to achieve a carbon-free generating portfolio by **2040**[33](index=33&type=chunk) [The Company](index=9&type=section&id=THE%20COMPANY) TXNM Energy, Inc. is a holding company for two regulated electric utilities, PNM and TNMP, serving approximately 834,000 customers [Websites](index=9&type=section&id=WEBSITES) Provides information on the company's official online presence [Operations and Regulation](index=10&type=section&id=OPERATIONS%20AND%20REGULATION) Company operations are seasonal, with PNM and TNMP regulated by NMPRC and PUCT respectively, showing load increases in 2024 - Electric power demand is seasonal, peaking in summer, which impacts quarterly operating results and plant maintenance timing[37](index=37&type=chunk) - TNMP's weather normalized retail load increased by **1.8%** in 2024 compared to 2023, and data center load increased by **13.7%** in 2024 compared to 2023[41](index=41&type=chunk) - PNM's weather-normalized residential load increased by **1.5%** and industrial load increased by **12.5%** in 2024 compared to 2023, while commercial load remained flat[46](index=46&type=chunk) PNM System Peak Demands (Megawatts) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Summer | 2,147 | 2,162 | 2,139 | | Winter | 1,643 | 1,545 | 1,526 | [Regulated Operations](index=10&type=section&id=Regulated%20Operations) Details the regulatory frameworks governing PNM and TNMP's utility operations [TNMP](index=10&type=section&id=TNMP) TNMP provides transmission and distribution services in Texas under PUCT jurisdiction, experiencing load growth [PNM](index=11&type=section&id=PNM) PNM provides generation, transmission, and distribution in New Mexico under NMPRC jurisdiction, with increased residential and industrial load [Corporate and Other](index=12&type=section&id=CORPORATE%20AND%20OTHER) Covers corporate-level activities and other non-utility operations [Sources of Power](index=13&type=section&id=SOURCES%20OF%20POWER) PNM's 4,268 MW generation capacity is 50.3% renewable, 14.8% energy storage, with plans for additional clean energy procurement PNM Generation Capacity as of December 31, 2024 | Type | Generation Capacity (MW) | Percent of Generation Capacity | | :--- | :--- | :--- | | Renewable resources | 2,147 | 50.3 % | | Energy storage resources | 632 | 14.8 % | | Gas-fired resources | 1,001 | 23.5 % | | Nuclear | 288 | 6.7 % | | Coal | 200 | 4.7 % | | **Total** | **4,268** | **100.0 %** | - PNM has NMPRC-approved plans to procure an additional **600 MW** of solar and energy storage resources by summer **2026**, and **597 MW** are pending approval for the **2028** summer peak, supporting its carbon-free generating portfolio goals[59](index=59&type=chunk)[60](index=60&type=chunk) PNM Plant Operating Statistics (Equivalent Availability) | Plant | 2024 | 2023 | | :--- | :--- | :--- | | Four Corners | 78.1% | 61.2% | | PVNGS | 91.8% | 91.4% | [TNMP](index=13&type=section&id=TNMP) TNMP's power sources are detailed within the broader company overview [PNM](index=13&type=section&id=PNM) PNM's generation mix includes renewables, energy storage, gas, nuclear, and coal, with a focus on carbon-free goals [Fuel](index=15&type=section&id=FUEL) PNM's 2024 generation was primarily nuclear (43.3%), gas (41.2%), and coal (8.2%), with fuel costs largely recovered via FPPAC PNM Electricity Generation Fuel Mix and Average Costs | Fuel Type | Percent of Generation (2024) | Average Cost/MMBTU (2024) | Percent of Generation (2023) | Average Cost/MMBTU (2023) | | :--- | :--- | :--- | :--- | :--- | | Coal | 8.2 % | $8.81 | 12.8 % | $4.19 | | Nuclear | 43.3 % | $0.86 | 32.3 % | $0.73 | | Gas | 41.2 % | $0.97 | 49.9 % | $3.42 | | Utility-owned solar | 7.3 % | No fuel cost | 5.0 % | No fuel cost | - PNM recovers substantially all of its fuel and purchased power costs through the Fuel and Purchased Power Adjustment Clause (FPPAC)[71](index=71&type=chunk) - PVNGS has sufficient on-site capacity to store spent nuclear fuel for initial operating license periods (through December **2027**) and a portion of extended license periods (through November **2047**)[77](index=77&type=chunk) [PNM](index=15&type=section&id=PNM) PNM's fuel mix and costs, including nuclear, gas, and coal, are detailed, with most costs recovered through FPPAC [Environmental Matters](index=16&type=section&id=ENVIRONMENTAL%20MATTERS) Electric utilities face stringent environmental regulations, with potential material liabilities, and PVNGS is under NRC jurisdiction - Electric utilities are subject to stringent environmental laws and regulations from local, state, federal, and tribal authorities, which can result in material liabilities, including those imposed without regard to fault or for past acts[79](index=79&type=chunk) - PVNGS is subject to NRC jurisdiction, which regulates nuclear facilities to protect public health and safety from radioactive hazards and conducts environmental reviews[79](index=79&type=chunk) - Detailed information on environmental matters such as PVNGS decommissioning, nuclear spent fuel disposal, the Energy Transition Act, Clean Air Act, cooling water intake structures, effluent limitation guidelines, Santa Fe Generating Station, and coal combustion residuals waste disposal is incorporated by reference from Note 16[79](index=79&type=chunk) [Competition](index=16&type=section&id=COMPETITION) Regulated utilities face competition from customer conservation, energy efficiency, alternative sources, and wholesale markets - Regulated utilities like PNM and TNMP generally do not face direct competition from other utilities in their state-regulated service areas[81](index=81&type=chunk) - Both PNM and TNMP are subject to competition from customer conservation, energy efficiency activities, and initiatives to utilize alternative energy sources, including self-generation[81](index=81&type=chunk) - PNM faces competition in the wholesale electricity market from regional utilities and merchant power suppliers[82](index=82&type=chunk) [Human Capital Resources](index=17&type=section&id=HUMAN%20CAPITAL%20RESOURCES) TXNM employs over 1,600 individuals, fostering a culture of safety, caring, and integrity, with a diverse and union-represented workforce - TXNM depends on over **1,600** dedicated employees, with a culture fostering safety, caring, and integrity[84](index=84&type=chunk)[85](index=85&type=chunk) TXNM Employee Diversity Statistics (as of December 31, 2024) | Category | Percentage | | :--- | :--- | | Bargaining unit | 35% | | Women | 27% | | Minorities | 56% | | Disabled | 15% | | Veterans | 9% | - The Board's Compensation and Human Capital Committee oversees human capital management, including corporate culture, diversity and inclusion, employee development, and compensation and benefits[88](index=88&type=chunk) Number of Employees as of December 31, 2024 | Entity | Employees | | :--- | :--- | | TXNM (Corporate) | 444 | | PNM | 868 | | TNMP | 383 | | **Total** | **1,695** | [Culture](index=17&type=section&id=Culture) The company fosters a culture emphasizing safety, caring, and integrity among its employees [Talent Management and Total Rewards](index=17&type=section&id=Talent%20Management%20and%20Total%20Rewards) Outlines the company's strategies for attracting, developing, and compensating its workforce [Diversity and Inclusion](index=17&type=section&id=Diversity%20and%20Inclusion) Highlights the company's commitment to a diverse and inclusive workforce [Governance](index=17&type=section&id=Governance) Describes the Board's oversight of human capital management, including talent and compensation [Employees](index=17&type=section&id=Employees) Provides statistics on the company's workforce, including total numbers and diversity metrics [Disclosure Regarding Forward Looking Statements](index=17&type=section&id=DISCLOSURE%20REGARDING%20FORWARD%20LOOKING%20STATEMENTS) Provides cautionary statements regarding forward-looking information contained in the report [Securities Act Disclaimer](index=19&type=section&id=SECURITIES%20ACT%20DISCLAIMER) States the legal disclaimer concerning the Securities Act for certain statements [Risk Factors](index=19&type=section&id=ITEM%201A.%20RISK%20FACTORS) The Company faces significant risks across regulatory, operational, economic, weather, financial, and governance domains - Profitability depends on timely cost recovery and fair returns on invested capital, with significant capital expenditures (**$7.8 billion** for 2025-2029) creating upward pressure on rates while energy efficiency and other factors reduce customer usage[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Operational risks include potential underutilization of PNM's generating capacity and transmission/distribution systems due to increased prices, energy efficiency, or alternative power sources[111](index=111&type=chunk)[113](index=113&type=chunk) - Advances in technology (renewable energy, energy storage, distributed generation) could make existing electric generating facilities less competitive, eroding sales and regulated returns[117](index=117&type=chunk)[118](index=118&type=chunk) - The Company faces significant financial risks due to substantial indebtedness, including Convertible Notes, which could limit access to financing and increase vulnerability to adverse economic conditions[148](index=148&type=chunk)[149](index=149&type=chunk) - Extreme weather conditions, including high winds, drought, flooding, ice storms, and hurricanes, can damage facilities, disrupt service, increase costs, and lead to liabilities from wildfires[143](index=143&type=chunk)[144](index=144&type=chunk) [Regulatory Risks](index=19&type=section&id=Regulatory%20Risks) Challenges in cost recovery and earning fair returns due to capital investments and demand pressures [Operational Risks](index=21&type=section&id=Operational%20Risks) Potential underutilization of facilities, technological advancements, and inherent risks of nuclear operations [General Economic and Weather Risks](index=24&type=section&id=General%20Economic%20and%20Weather%20Risks) Interest rate fluctuations, supply chain issues, inflation, and extreme weather events like wildfires [Financial Risks](index=26&type=section&id=Financial%20Risks) Substantial indebtedness, counterparty credit risk, and potential asset impairments pose significant financial challenges [Governance Risks](index=29&type=section&id=Governance%20Risks) Organizational documents and regulatory factors could limit acquisitions and impact corporate governance [Unresolved Staff Comments](index=29&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments to report [Cybersecurity](index=29&type=section&id=ITEM%201C.%20CYBERSECURITY) Cybersecurity is a top-tier risk managed by an enterprise-wide program adhering to NIST and NERC standards, overseen by the Board - Cybersecurity is a 'tier 1' risk for the Company, managed by a robust, enterprise-wide, risk-based program adhering to NIST Cybersecurity Framework and NERC Critical Infrastructure Protection Standards[170](index=170&type=chunk)[171](index=171&type=chunk) - The Cybersecurity Program includes processes to identify, assess, and manage material risks, with regular third-party audits, penetration tests, and internal assessments to continuously improve cyber protections[170](index=170&type=chunk)[172](index=172&type=chunk) - The CIO oversees the Cybersecurity Program, reporting to the President and COO, and regularly briefs the Audit and Ethics Committee and the Board on cybersecurity posture[176](index=176&type=chunk)[177](index=177&type=chunk) - As of December 31, **2024**, cybersecurity threats have not materially affected the Company's financial condition, results of operations, or business strategy[175](index=175&type=chunk) [Cybersecurity Risk Management and Strategy](index=29&type=section&id=Cybersecurity%20Risk%20Management%20and%20Strategy) The company employs a robust, risk-based cybersecurity program aligned with NIST and NERC standards [Cybersecurity Governance](index=30&type=section&id=Cybersecurity%20Governance) The CIO oversees the cybersecurity program, reporting to the Audit and Ethics Committee and the Board [Properties](index=30&type=section&id=ITEM%202.%20PROPERTIES) TXNM's significant properties are held by PNM and TNMP, including extensive transmission and distribution lines and substations - TXNM's significant properties are owned by its subsidiaries, PNM and TNMP[178](index=178&type=chunk) PNM Properties as of December 31, 2024 | Asset Type | Quantity | | :--- | :--- | | Electric transmission lines | 3,444 miles | | Distribution overhead lines | 5,776 miles | | Underground distribution lines | 6,179 miles | | Substations | 232 | TNMP Properties as of December 31, 2024 | Asset Type | Quantity | | :--- | :--- | | Overhead electric transmission lines | 1,022 miles | | Overhead distribution lines | 7,348 miles | | Underground distribution lines | 1,576 miles | | Substations | 107 | - Substantially all of TNMP's property is pledged to secure its first mortgage bonds[180](index=180&type=chunk) [TXNM](index=30&type=section&id=TXNM) TXNM's properties are primarily held through its regulated utility subsidiaries, PNM and TNMP [PNM](index=30&type=section&id=PNM) PNM owns 3,444 miles of transmission lines, 11,955 miles of distribution lines, and 232 substations [TNMP](index=31&type=section&id=TNMP) TNMP owns 1,022 miles of transmission lines, 8,924 miles of distribution lines, and 107 substations [Legal Proceedings](index=31&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Information on legal proceedings for TXNM, PNM, and TNMP is incorporated by reference from Notes 16 and 17 - Information on legal proceedings for TXNM, PNM, and TNMP is incorporated by reference from Note 16 (Commitments and Contingencies) and Note 17 (Regulatory and Rate Matters)[181](index=181&type=chunk)[182](index=182&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company [Executive Officers Information](index=31&type=section&id=SUPPLEMENTAL%20ITEM%20%E2%80%93%20INFORMATION%20ABOUT%20EXECUTIVE%20OFFICERS%20OF%20TXNM%20ENERGY%2C%20INC.) Lists TXNM Energy, Inc.'s executive officers, their ages, and current and recent offices held TXNM Energy, Inc. Executive Officers (as of February 14, 2025) | Name | Age | Office | Initial Effective Date | | :--- | :--- | :--- | :--- | | P. K. Collawn | 66 | Chairman and Chief Executive Officer | May 2022 | | J. D. Tarry | 54 | President and Chief Operating Officer | May 2022 | | E. A. Eden | 59 | Senior Vice President and Chief Financial Officer | April 2024 | | B. G. Iverson | 62 | General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary | September 2024 | [PART II](index=32&type=section&id=PART%20II) Details the company's common equity market, financial performance, and internal controls [Common Equity Market and Stockholder Matters](index=32&type=section&id=ITEM%205.%20MARKET%20FOR%20TXNM%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) TXNM common stock trades on NYSE, with quarterly dividends increased to $0.4075 per share, targeting a 50-60% payout ratio - TXNM's common stock is traded on the New York Stock Exchange under the symbol **\"TXNM\"**[186](index=186&type=chunk) - The Board increased the quarterly dividend from **$0.3875** to **$0.4075** per share in December **2024**, targeting a long-term dividend payout ratio of **50-60%** of ongoing earnings[187](index=187&type=chunk) TXNM Common Stock Information | Metric | Value | | :--- | :--- | | Shares outstanding (as of Feb 14, 2025) | 92,659,335 | | Holders of record (as of Feb 14, 2025) | 6,662 | | Authorized shares (increased Aug 2, 2024) | 200,000,000 | - PNM has **115,293** shares of **4.58%** cumulative preferred stock outstanding, with quarterly cash dividends paid in **2024** and **2023**. TXNM and TNMP have no preferred stock outstanding[191](index=191&type=chunk) [Preferred Stock](index=32&type=section&id=Preferred%20Stock) Details the outstanding preferred stock, primarily held by PNM, and associated dividend payments [Sales of Unregistered Securities](index=32&type=section&id=Sales%20of%20Unregistered%20Securities) Reports on any sales of securities not registered under the Securities Act [Reserved Item](index=32&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information [Management's Discussion and Analysis](index=32&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) TXNM's net earnings significantly increased in 2024, driven by rate relief and load growth, with $8.6 billion projected capital for 2025-2029 Net Earnings Attributable to TXNM | Metric | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | Change (2024/2023) | | :--- | :--- | :--- | :--- | | Net earnings attributable to TXNM (millions) | $242.2 | $87.8 | $154.5 | | Net earnings per diluted share | $2.67 | $1.02 | $1.65 | - Earnings in **2024** benefited from PNM's **2024** Rate Change, higher TNMP transmission and distribution rates, increased volumetric load at TNMP, higher weather-normalized retail load at PNM, and improved performance of investment securities[258](index=258&type=chunk) - TXNM projects consolidated capital requirements of **$8.6 billion** for **2025-2029**, primarily for transmission and distribution infrastructure, clean energy delivery, and grid resilience[260](index=260&type=chunk)[302](index=302&type=chunk) - As of February 14, **2025**, TXNM had **$460.7 million** in total consolidated availability under its revolving credit facilities, with all entities maintaining investment-grade credit ratings[259](index=259&type=chunk)[315](index=315&type=chunk)[317](index=317&type=chunk) [MD&A for TXNM](index=32&type=section&id=MD%26A%20FOR%20TXNM) Provides a comprehensive discussion and analysis of TXNM's financial condition and operational results [Executive Summary](index=32&type=section&id=EXECUTIVE%20SUMMARY) TXNM, a holding company for PNM and TNMP, focuses on safe, reliable, and affordable power, clean energy, and financial strength - TNMP filed its first System Resiliency Plan (SRP) with the PUCT, proposing **$565.8 million** in capital investments (**94%** of proposed) and **$128.2 million** in O&M expenses for **2025-2027**, focused on distribution system resiliency, wildfire mitigation, and operational technologies[196](index=196&type=chunk)[197](index=197&type=chunk) - PNM's **2025** Rate Request seeks a **$105.0 million** increase in retail revenues (unopposed stipulation), with a **9.45%** ROE, implemented in two phases starting July 1, **2025**, to recover investments and operational costs[198](index=198&type=chunk)[199](index=199&type=chunk) - PNM aims for a **100%** carbon-free generating portfolio by **2040**, supported by grid modernization, renewable energy procurements, and energy efficiency programs[217](index=217&type=chunk)[229](index=229&type=chunk) TXNM Board Approved Annual Common Stock Dividend Increases | Approval Date | Percent Increase | | :--- | :--- | | December 2023 | 5.4 % | | December 2024 | 5.2 % | - S&P revised TXNM, PNM, and TNMP's outlook to stable from positive on January 15, **2024**, with all entities maintaining investment-grade issuer credit ratings from Moody's and S&P[254](index=254&type=chunk) [Overview](index=32&type=section&id=Overview) Provides a high-level introduction to TXNM's business and strategic position [Recent Developments](index=33&type=section&id=Recent%20Developments) Highlights recent operational and regulatory milestones, including TNMP's SRP and PNM's 2025 Rate Request [Vision, Values and Business Objectives](index=33&type=section&id=Vision%2C%20Values%20and%20Business%20Objectives) Outlines the company's core vision, values, and strategic business objectives [Business Focus](index=33&type=section&id=Business%20Focus) Details the company's strategic priorities, including utility plant investments and customer experience [Financial Focus](index=38&type=section&id=Financial%20Focus) Describes the company's financial objectives, including authorized returns and earnings growth [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Summarizes the financial performance and key drivers of the company's operations [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash flow, capital requirements, and available financing [Results of Operations](index=42&type=section&id=RESULTS%20OF%20OPERATIONS) TXNM's net earnings increased by $154.5 million in 2024, driven by PNM and TNMP segment growth Net Earnings Attributable to TXNM by Segment (Change 2024/2023) | Segment | Change (In millions) | | :--- | :--- | | TNMP | $8.6 | | PNM | $156.0 | | Corporate and Other | $(10.3) | | **Net change** | **$154.3** | - TNMP's segment earnings increased by **$8.6 million** to **$103.5 million** in **2024**, driven by transmission and distribution rate relief, increased volumetric load, and the deferral of excess deferred income tax benefits[271](index=271&type=chunk)[272](index=272&type=chunk) - PNM's segment earnings increased by **$156.0 million** to **$191.7 million** in **2024**, primarily due to rate relief from the **2024** Rate Change, higher retail customer usage, SJGS abandonment settlement rate credits, and increased performance on investment securities[278](index=278&type=chunk)[279](index=279&type=chunk)[280](index=280&type=chunk) - Corporate and Other segment earnings decreased by **$10.3 million** to a loss of **$53.1 million** in **2024**, mainly due to the sale of NMRD equity method investment and lower equity method investment income[282](index=282&type=chunk)[283](index=283&type=chunk) [Segment Information](index=42&type=section&id=Segment%20Information) Provides a breakdown of financial performance by the company's operating segments [TNMP](index=42&type=section&id=TNMP) TNMP's segment earnings increased by $8.6 million in 2024 due to rate relief and increased load [PNM](index=46&type=section&id=PNM) PNM's segment earnings increased by $156.0 million in 2024, driven by rate relief and higher customer usage [Corporate and Other](index=51&type=section&id=Corporate%20and%20Other) Corporate and Other segment earnings decreased by $10.3 million in 2024, mainly due to investment changes [Liquidity and Capital Resources](index=52&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Cash flows from operations decreased in 2024, while financing activities increased, with $8.6 billion projected capital for 2025-2029 TXNM Consolidated Cash Flows (In millions) | Cash Flows From: | 2024 | 2023 | Change (2024/2023) | | :--- | :--- | :--- | :--- | | Operating activities | $508.2 | $551.2 | $(43.0) | | Investing activities | $(1,174.4) | $(1,088.4) | $(86.0) | | Financing activities | $684.4 | $537.1 | $147.3 | | Net change in cash and cash equivalents | $18.1 | $(0.1) | $18.3 | - TXNM projects total consolidated capital requirements of **$8.6 billion** for **2025-2029**, including **$7.8 billion** for construction expenditures and **$762.3 million** for common stock dividends[302](index=302&type=chunk) - In **2024**, TXNM issued **$550.0 million** in Junior Subordinated Convertible Notes, used proceeds to prepay **$539.0 million** in term loans, and physically settled **2.5 million** shares under its **2024** ATM Program for **$99.4 million** in net proceeds[297](index=297&type=chunk)[613](index=613&type=chunk)[609](index=609&type=chunk) TXNM Consolidated Liquidity Arrangements (as of Feb 14, 2025, In millions) | Metric | TXNM Separate | PNM | TNMP | TXNM Consolidated | | :--- | :--- | :--- | :--- | :--- | | Total financing capacity | $300.0 | $440.0 | $200.0 | $940.0 | | Amounts outstanding | $144.7 | $219.3 | $112.2 | $479.3 | | Remaining availability | $152.2 | $220.7 | $87.8 | $460.7 | [Statements of Cash Flows](index=52&type=section&id=Statements%20of%20Cash%20Flows) Analyzes changes in cash flows from operating, investing, and financing activities [Financing Activities](index=54&type=section&id=Financing%20Activities) Details the company's debt issuances, borrowings, and other financing transactions [Capital Requirements](index=55&type=section&id=Capital%20Requirements) Outlines projected capital expenditures and funding needs for future periods [Other Material Cash Requirements](index=56&type=section&id=Other%20Material%20Cash%20Requirements) Identifies additional significant cash outflows beyond capital expenditures [Liquidity](index=56&type=section&id=Liquidity) Assesses the company's ability to meet short-term and long-term financial obligations [Off-Balance Sheet Arrangements](index=58&type=section&id=Off-Balance%20Sheet%20Arrangements) Describes financial arrangements not recognized on the balance sheet but impacting financial condition [Contingent Provisions of Certain Obligations](index=58&type=section&id=Contingent%20Provisions%20of%20Certain%20Obligations) Details conditions that could alter the terms or accelerate repayment of financial obligations [Capital Structure](index=59&type=section&id=Capital%20Structure) Analyzes the composition of the company's debt and equity financing [Other Issues Facing the Company](index=59&type=section&id=OTHER%20ISSUES%20FACING%20THE%20COMPANY) Climate change is a significant risk with Board oversight, impacting emissions, water usage, and regulatory compliance - Climate change is a significant risk, with Board oversight on financial consequences, mitigation plans, and strategy, including the impacts of severe weather, environmental regulation, and fuel/water availability[327](index=327&type=chunk) - PNM's GHG emissions in **2024** were approximately **1.5 million metric tons of CO2**, with **28%** of its generating capacity from coal or gas-fired generation[331](index=331&type=chunk) - PNM is committed to a **100%** carbon-free generating portfolio by **2040**, having already achieved significant GHG reductions from SJGS retirement and planning further reductions from Four Corners exit by **2031**[332](index=332&type=chunk)[353](index=353&type=chunk) - New Mexico's ETA requires utilities to achieve **100%** zero-carbon energy by **2045** and sets specific renewable portfolio percentages, significantly impacting PNM's generation portfolio[349](index=349&type=chunk) - The future of federal climate change regulations, including EPA's proposed rules and the Inflation Reduction Act, is uncertain under the new Trump Administration, which has directed agencies to review and potentially rescind regulations imposing undue burdens on domestic energy resources[345](index=345&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) [Climate Change Issues](index=59&type=section&id=Climate%20Change%20Issues) Discusses the financial consequences, mitigation plans, and strategic responses to climate change risks [Transmission Issues](index=63&type=section&id=Transmission%20Issues) Addresses challenges and developments related to the company's electricity transmission infrastructure [Other Matters](index=64&type=section&id=Other%20Matters) Covers additional regulatory and operational matters not specifically categorized [Critical Accounting Policies and Estimates](index=64&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Financial statements rely on critical estimates for regulatory accounting, impairments, decommissioning, benefits, contingencies, and income taxes - The Company applies GAAP for rate-regulated enterprises, recording regulatory assets and liabilities based on the probability of future cost recovery or refunds through rates, with continuous evaluation of these assumptions[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk) - Goodwill and long-lived assets are evaluated for impairment annually or more frequently, using qualitative and quantitative analyses that involve significant judgments on future cash flows, growth rates, and market conditions[364](index=364&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk)[367](index=367&type=chunk) - Decommissioning and reclamation costs (e.g., PVNGS, SJGS coal mine) are based on periodic site-specific estimates, involving assumptions about future costs, inflation, and discount rates, with potential for material impact from changes in these estimates[369](index=369&type=chunk)[370](index=370&type=chunk) - Pension and other postretirement benefit costs, as well as income taxes, involve actuarial assumptions and estimates that, if varied, could significantly affect the Company's financial position and results of operations[371](index=371&type=chunk)[373](index=373&type=chunk) [Regulatory Accounting](index=64&type=section&id=Regulatory%20Accounting) Details the application of GAAP for rate-regulated enterprises, including deferral of costs and recognition of liabilities [Impairments](index=64&type=section&id=Impairments) Explains the evaluation process for goodwill and long-lived asset impairments, involving significant judgments [Decommissioning and Reclamation Costs](index=65&type=section&id=Decommissioning%20and%20Reclamation%20Costs) Describes the estimation of costs for decommissioning and reclamation, based on site-specific assumptions [Pension and Other Postretirement Benefits](index=65&type=section&id=Pension%20and%20Other%20Postretirement%20Benefits) Covers the accounting for pension and postretirement benefits, which rely on actuarial assumptions [Accounting for Contingencies](index=65&type=section&id=Accounting%20for%20Contingencies) Explains the accounting treatment for potential liabilities arising from uncertain future events [Income Taxes](index=65&type=section&id=Income%20Taxes) Details the accounting for income taxes, involving estimates and assumptions that can impact financial results [MD&A for PNM](index=66&type=section&id=MD%26A%20FOR%20PNM) PNM operates as a single reportable segment, with its financial results integrated into the TXNM MD&A - PNM operates in only one reportable segment, with its results of operations presented within the MD&A for TXNM[375](index=375&type=chunk) [MD&A for TNMP](index=66&type=section&id=MD%26A%20FOR%20TNMP) TNMP operates as a single reportable segment, with its financial results integrated into the TXNM MD&A - TNMP operates in only one reportable segment, with its results of operations presented within the MD&A for TXNM[377](index=377&type=chunk) [Market Risk Disclosures](index=66&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The Company manages commodity, credit, interest rate, equity, and alternative investment risks through policies and Board oversight - The Company manages market risks (commodity, credit, interest rate, equity, and alternative investments) through policies and procedures with oversight by the Risk Management Committee (RMC) and the Board's Finance Committee[378](index=378&type=chunk)[379](index=379&type=chunk) - PNM uses commodity derivative instruments to hedge price and volume risk, with no impact on net earnings from mark-to-market adjustments in **2024** and **2023**, and fair value changes recorded as regulatory assets/liabilities[382](index=382&type=chunk)[381](index=381&type=chunk)[679](index=679&type=chunk) Variable Rate Debt Balances and Weighted Average Interest Rates (as of Feb 14, 2025) | Variable Rate Debt | Weighted Average Interest Rate | Balance Outstanding (In thousands) | | :--- | :--- | :--- | | **Short-term Debt:** | | | | TXNM Revolving Credit Facility | 5.91 % | $144,700 | | PNM Revolving Credit Facility | 5.67 % | $184,300 | | PNM New Mexico Credit Facility | 5.66 % | $35,000 | | TNMP Revolving Credit Facility | 5.29 % | $112,200 | | **Long-term Debt:** | | | | TXNM 2021 Delayed-Draw Term Loan | 5.36 % | $51,000 | | TXNM 2023 Term Loan | 5.76 % | $410,000 | | PNM 2024 Term Loan | 5.31 % | $200,000 | | PNM 2025 Term Loan | 5.30 % | $195,000 | - A hypothetical **10%** decrease in equity prices would reduce the fair values of PNM's investment trusts by **$51.2 million** and TNMP's by **$1.6 million**[391](index=391&type=chunk) [Commodity Risk](index=66&type=section&id=Commodity%20Risk) PNM uses commodity derivatives to hedge price and volume risk, with fair value changes recorded as regulatory assets/liabilities [Credit Risk](index=66&type=section&id=Credit%20Risk) Addresses the risk of financial loss due to a counterparty's failure to meet its obligations [Interest Rate Risk](index=67&type=section&id=Interest%20Rate%20Risk) Examines the impact of interest rate fluctuations on the company's variable-rate debt and earnings [Equity Market Risk](index=68&type=section&id=Equity%20Market%20Risk) Assesses the exposure of investment trusts to fluctuations in equity market prices [Alternatives Investment Risk](index=68&type=section&id=Alternatives%20Investment%20Risk) Evaluates the risks associated with investments in alternative asset classes [Financial Statements and Supplementary Data](index=69&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) Presents audited consolidated financial statements for TXNM, PNM, and TNMP, with extensive notes and unqualified audit opinions - Management concluded that TXNM's internal control over financial reporting was effective as of December 31, **2024**, and KPMG LLP issued an unqualified audit opinion on its effectiveness[397](index=397&type=chunk)[398](index=398&type=chunk)[405](index=405&type=chunk) - KPMG LLP issued unqualified opinions on the consolidated financial statements of TXNM, PNM, and TNMP for the three-year period ended December 31, **2024**, confirming fair presentation in conformity with U.S. GAAP[405](index=405&type=chunk)[419](index=419&type=chunk)[430](index=430&type=chunk) - The evaluation of regulatory assets and liabilities was identified as a critical audit matter due to the extensive audit effort required across relevant jurisdictions[413](index=413&type=chunk)[414](index=414&type=chunk)[424](index=424&type=chunk)[425](index=425&type=chunk)[435](index=435&type=chunk)[436](index=436&type=chunk) TXNM Energy, Inc. and Subsidiaries Consolidated Statements of Earnings (In thousands) | Metric | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Electric Operating Revenues | $1,971,199 | $1,939,198 | $2,249,555 | | Total operating expenses | $1,517,713 | $1,707,858 | $1,855,795 | | Operating income | $453,486 | $231,340 | $393,760 | | Net Earnings Attributable to TXNM | $242,154 | $87,818 | $169,530 | | Net Earnings Attributable to TXNM per Diluted Share | $2.67 | $1.02 | $1.97 | TXNM Energy, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands) | Asset/Liability | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total current assets | $498,836 | $475,543 | | Net utility plant | $8,437,008 | $7,609,862 | | Total assets | $11,211,733 | $10,252,605 | | Total current liabilities | $1,775,098 | $1,230,760 | | Long-term Debt, net | $4,311,765 | $4,241,642 | | Total liabilities | $8,616,919 | $7,842,025 | | Total equity | $2,583,285 | $2,399,051 | [Management's Annual Reports on Internal Control Over Financial Reporting](index=70&type=section&id=Management%27s%20Annual%20Reports%20on%20Internal%20Control%20Over%20Financial%20Reporting) Management's assessment of the effectiveness of internal control over financial reporting [Reports of Independent Registered Public Accounting Firm](index=73&type=section&id=Reports%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Independent auditor's opinions on the consolidated financial statements and internal control over financial reporting [Financial Statements:](index=79&type=section&id=Financial%20Statements%3A) Includes the consolidated statements of earnings, comprehensive income, cash flows, balance sheets, and changes in equity [TXNM Energy, Inc. and Subsidiaries](index=79&type=section&id=TXNM%20Energy%2C%20Inc.%20and%20Subsidiaries) Presents the consolidated financial statements for TXNM Energy, Inc. and its subsidiaries [Public Service Company of New Mexico and Subsidiaries](index=86&type=section&id=Public%20Service%20Company%20of%20New%20Mexico%20and%20Subsidiaries) Presents the consolidated financial statements for Public Service Company of New Mexico and its subsidiaries [Texas-New Mexico Power Company and Subsidiaries](index=93&type=section&id=Texas-New%20Mexico%20Power%20Company%20and%20Subsidiaries) Presents the consolidated financial statements for Texas-New Mexico Power Company and its subsidiaries [Notes to Consolidated Financial Statements](index=99&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed disclosures on TXNM's business, accounting policies, financial performance, and risks, including segment and financing information - TXNM is an investor-owned holding company with two regulated utilities, PNM and TNMP, providing electricity and electric services in New Mexico and Texas[498](index=498&type=chunk) - The Company applies GAAP for rate-regulated enterprises, deferring costs as regulatory assets when probable of future recovery and recognizing regulatory liabilities for probable future refunds or unspent collected revenue[505](index=505&type=chunk)[507](index=507&type=chunk) - PNM's provision for depreciation and amortization of utility plant is based on straight-line rates approved by NMPRC and FERC, while TNMP's rates are approved by PUCT[513](index=513&type=chunk) - The Company's financing strategy includes short-term revolving credit facilities and long-term debt, with all entities maintaining investment-grade credit ratings and compliance with debt-to-capitalization ratio covenants[599](index=599&type=chunk) - PNM consolidates Valencia (a natural gas-fired power plant) and ETBC I (a special purpose entity for energy transition bonds) as Variable Interest Entities (VIEs) due to its power to direct their economic performance and absorb variability in cash flows[502](index=502&type=chunk)[709](index=709&type=chunk)[719](index=719&type=chunk) [(1) Summary of the Business and Significant Accounting Policies](index=99&type=section&id=(1)%20Summary%20of%20the%20Business%20and%20Significant%20Accounting%20Policies) Outlines TXNM's business as a regulated utility holding company and its key accounting policies [(2) Segment Information](index=104&type=section&id=(2)%20Segment%20Information) Provides financial data broken down by the company's operating segments, PNM and TNMP [(3) Accumulated Other Comprehensive Income (Loss)](index=108&type=section&id=(3)%20Accumulated%20Other%20Comprehensive%20Income%20(Loss)) Details the components of accumulated other comprehensive income or loss [(4) Electric Operating Revenues](index=108&type=section&id=(4)%20Electric%20Operating%20Revenues) Provides a breakdown and analysis of the company's electric operating revenues [(5) Earnings and Dividends Per Share](index=112&type=section&id=(5)%20Earnings%20and%20Dividends%20Per%20Share) Details the calculation of earnings per share and dividend payments [(6) Stockholders' Equity](index=113&type=section&id=(6)%20Stockholders%27%20Equity) Provides information on the components and changes in stockholders' equity [(7) Financing](index=114&type=section&id=(7)%20Financing) Details the company's debt, credit facilities, and other financing arrangements [(8) Lease Commitments](index=124&type=section&id=(8)%20Lease%20Commitments) Outlines the company's obligations under various lease agreements [(9) Fair Value of Derivative and Other Financial Instruments](index=129&type=section&id=(9)%20Fair%20Value%20of%20Derivative%20and%20Other%20Financial%20Instruments) Discloses the fair value measurements of derivative and other financial instruments [(10) Variable Interest Entities](index=136&type=section&id=(10)%20Variable%20Interest%20Entities) Identifies and describes the company's involvement with variable interest entities [(11) Pension and Other Postretirement Benefits](index=140&type=section&id=(11)%20Pension%20and%20Other%20Postretirement%20Benefits) Provides detailed information on the company's pension and postretirement benefit plans [(12) Stock-Based Compensation](index=147&type=section&id=(12)%20Stock-Based%20Compensation) Details the accounting for stock-based compensation plans and related expenses [(13) Regulatory Assets and Liabilities](index=150&type=section&id=(13)%20Regulatory%20Assets%20and%20Liabilities) Explains the nature and amounts of regulatory assets and liabilities recognized [(14) Construction Program and Jointly-Owned Electric Generating Plants](index=151&type=section&id=(14)%20Construction%20Program%20and%20Jointly-Owned%20Electric%20Generating%20Plants) Details the company's construction projects and interests in jointly-owned power plants [(15) Asset Retirement Obligations](index=152&type=section&id=(15)%20Asset%20Retirement%20Obligations) Describes the accounting for obligations associated with the retirement of long-lived assets [(16) Commitments and Contingencies](index=153&type=section&id=(16)%20Commitments%20and%20Contingencies) Discloses significant commitments and potential liabilities arising from various contingencies [(17) Regulatory and Rate Matters](index=163&type=section&id=(17)%20Regulatory%20and%20Rate%20Matters) Provides detailed information on ongoing regulatory proceedings and rate case developments [(18) Income Taxes](index=172&type=section&id=(18)%20Income%20Taxes) Details the company's income tax provisions, deferred taxes, and effective tax rates [(19) Goodwill](index=180&type=section&id=(19)%20Goodwill) Provides information on the company's goodwill balance and impairment testing [(20) Related Party Transactions](index=182&type=section&id=(20)%20Related%20Party%20Transactions) Discloses transactions with related parties, including affiliates and management [(21) Equity Method Investment](index=182&type=section&id=(21)%20Equity%20Method%20Investment) Details the company's investments accounted for using the equity method [Supplementary Data:](index=184&type=section&id=Supplementary%20Data%3A) Includes condensed financial information for the parent company and valuation and qualifying accounts [Schedule I - Condensed Financial Information of Parent Company](index=184&type=section&id=Schedule%20I%20-%20Condensed%20Financial%20Information%20of%20Parent%20Company) Presents condensed financial statements for the parent company, TXNM Energy, Inc. [Schedule II - Valuation and Qualifying Accounts](index=187&type=section&id=Schedule%20II%20-%20Valuation%20and%20Qualifying%20Accounts) Provides details on valuation and qualifying accounts, such as allowances for doubtful accounts [Changes and Disagreements with Accountants](index=190&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure to report [Controls and Procedures](index=190&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) TXNM, PNM, and TNMP concluded their disclosure controls and procedures were effective as of December 31, 2024 - TXNM, PNM, and TNMP's management, including their CEOs and CFOs, concluded that their disclosure controls and procedures were effective as of December 31, **2024**[995](index=995&type=chunk)[999](index=999&type=chunk)[1003](index=1003&type=chunk) - No material changes in internal control over financial reporting occurred for TXNM, PNM, or TNMP during the quarter ended December 31, **2024**[997](index=997&type=chunk)[1001](index=1001&type=chunk)[1005](index=1005&type=chunk) [TXNM](index=190&type=section&id=TXNM) TXNM's management concluded its disclosure controls and procedures were effective as of December 31, 2024 [PNM](index=190&type=section&id=PNM) PNM's management concluded its disclosure controls and procedures were effective as of December 31, 2024 [TNMP](index=191&type=section&id=TNMP) TNMP's management concluded its disclosure controls and procedures were effective as of December 31, 2024 [Other Information](index=191&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report under this item [Foreign Jurisdictions Disclosure](index=191&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the Company [PART III](index=191&type=section&id=PART%20III) Covers corporate governance, executive compensation, security ownership, and related party transactions [Directors, Executive Officers, and Governance](index=191&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%2C%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, corporate governance, and the Code of Ethics is incorporated by reference from the 2025 Proxy Statement - Information on directors, executive officers, and corporate governance is incorporated by reference from TXNM's **2025** Proxy Statement[1009](index=1009&type=chunk) - The Company has an Insider Trading Policy to promote compliance with insider trading laws, rules, and regulations, filed as Exhibit **19.1**[1010](index=1010&type=chunk) [Executive Compensation](index=191&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information on director and executive compensation, including CD&A and Pay Versus Performance, is incorporated by reference from the 2025 Proxy Statement - Information on executive compensation, including Director Compensation and Executive Compensation, is incorporated by reference from the **2025** Proxy Statement[1011](index=1011&type=chunk) [Security Ownership and Stockholder Matters](index=191&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information on common stock ownership by largest shareholders, directors, and executive officers, and equity compensation plans, is incorporated by reference from the 2025 Proxy Statement - Information on security ownership of certain beneficial owners and management, and equity compensation plan information, is incorporated by reference from the **2025** Proxy Statement[1012](index=1012&type=chunk) [Related Transactions and Director Independence](index=191&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%20AND%20DIRECTOR%20INDEPENDENCE) Information on director independence and the policy on related person transactions is incorporated by reference from the 2025 Proxy Statement - Information on director independence and the Related Person Transaction Policy is incorporated by reference from the **2025** Proxy Statement[1013](index=1013&type=chunk) [Principal Accounting Fees and Services](index=191&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information on principal accounting fees and services, including the Audit and Ethics Committee Report, is incorporated by reference from the 2025 Proxy Statement - Information on principal accounting fees and services, including the Audit and Ethics Committee Report and Independent Auditor Fees, is incorporated by reference from the **2025** Proxy Statement[1014](index=1014&type=chunk) - All independent auditor fees are fees of TXNM, with an allocation charged to PNM and TNMP as part of management fees[1014](index=1014&type=chunk) [PART IV](index=192&type=section&id=PART%20IV) Lists exhibits and financial statement schedules, and includes required signatures for the Form 10-K [Exhibits and Financial Statement Schedules](index=192&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) Lists all exhibits and financial statement schedules filed with the 10-K report, including corporate documents and material contracts - This section lists all exhibits and financial statement schedules, including articles of incorporation, bylaws, securities instruments, and material contracts[1017](index=1017&type=chunk)[1018](index=1018&type=chunk) - Financial statement schedules for **2024**, **2023**, and **2022** are omitted because they are not required or the information is otherwise supplied under Part II, Item 8[1017](index=1017&type=chunk) - Key exhibits include the Restated Articles of Incorporation and Bylaws for TXNM, PNM, and TNMP, various indentures for debt securities, and material contracts such as distribution agreements and term loan agreements[1018](index=1018&type=chunk) [Form 10-K Summary](index=203&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item indicates that no Form 10-K Summary is provided [Signatures](index=204&type=section&id=SIGNATURES) Contains the required signatures for TXNM Energy, Inc., PNM, and TNMP, certifying the Form 10-K filing - The report is signed by the Chairman and Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Directors of TXNM Energy, Inc. on February 28, **2025**[1033](index=1033&type=chunk) - The report is also signed by the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Directors of Public Service Company of New Mexico on February 28, **2025**[1036](index=1036&type=chunk) - The report is further signed by the Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Directors of Texas-New Mexico Power Company on February 28, **2025**[1038](index=1038&type=chunk)