Core Viewpoint - TXNM Energy reported disappointing financial results for Q2 2025, with significant earnings misses and margin compression, primarily due to increased costs and ongoing acquisition processes [1][5][14] Financial Performance - Ongoing (non-GAAP) earnings per share for Q2 2025 were $0.25, missing analyst expectations of $0.41 by 39% [1][2] - GAAP net earnings fell to $21.6 million, down from $48.0 million a year earlier, representing a 55% decline [1][2] - Revenue increased by 2.9% year-over-year to $502.4 million, but operating income (GAAP) dropped by 31% due to rising operating expenses [1][5] - Key cost drivers included an 8.3% increase in energy costs to $167.6 million and a 27.6% rise in administrative expenses to $76.0 million [5][6] Business Overview - TXNM Energy operates as a regulated utility through its subsidiaries PNM and TNMP, serving over 800,000 customers in New Mexico and Texas [3] - The company focuses on modernizing grid infrastructure, expanding renewable energy, and managing customer demand growth [4] Strategic Developments - The company secured a $105 million rate increase for PNM and a $176 million rate base increase for TNMP, crucial for cost recovery and future investments [9][10] - TXNM Energy received regulatory approval to add 450 megawatts of solar and battery storage capacity, supporting its goal for a carbon-free generation portfolio by 2040 [10][11] Acquisition and Future Outlook - TXNM Energy is in the process of being acquired by Blackstone Infrastructure for $61.25 per share, with the transaction expected to close in the second half of 2026 [13][14] - Financial guidance remains uncertain due to the pending acquisition, with management focusing on regulatory approvals and infrastructure investments [14]

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 ALBUQUERQUE, N.M. August 1, 2025 TXNM Energy Reports Second Quarter 2025 Results | | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | --- | --- | --- | --- | --- | | GAAP net earnings attributable to | | | | | | TXNM Energy | $21.6 | $48.0 | $30.5 | $95.2 | | GAAP diluted EPS | $0.22 | $0.53 | $0.32 | $1.05 | | Ongoing net earnings | $24.5 | $54.3 | $42.6 | $91.3 | | Ongoing diluted EPS | $0.25 | $0.60 | $0.45 | $1.01 | TXNM Energy (In millions, except EPS) TXNM Energy (NYSE: TXNM) today released it ...

2025 second quarter GAAP earnings of $0.22 per diluted share 2025 second quarter ongoing earnings of $0.25 per diluted share Proposed transaction with Blackstone Infrastructure expected to close in the second half of 2026 TXNM Energy (In millions, except EPS) Q2 2025 Q2 2024 YTD 2025 YTD 2024 GAAP net earnings attributable to TXNM Energy $21.6 $48.0 $30.5 $95.2 GAAP diluted EPS $0.22 $0.53 $0.32 $1.05 Ongoing net earnings $24.5 $54.3 $42.6 $91.3 Ongoing diluted EPS $0.25 ...

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 Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of TXNM Energy, Inc. to Blackstone for $61.25 per share in cash, focusing on the rights and interests of TXNM shareholders [1][2]. Group 1: Investigation Details - The investigation examines whether TXNM and its board violated federal securities laws and fiduciary duties by not securing the best possible consideration for shareholders [2]. - Concerns include whether Blackstone is underpaying for TXNM and if all material information necessary for shareholders to assess the merger was disclosed [2]. Group 2: Potential Actions - Halper Sadeh LLC may seek increased consideration for TXNM shareholders, additional disclosures, and other forms of relief related to the proposed transaction [3]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3]. Group 3: Firm Background - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having recovered millions for defrauded investors [4].

Core Points - TXNM Energy has appointed Henry Monroy as the new Senior Vice President and Chief Financial Officer, succeeding Lisa Eden who retired after 21 years with the company [1][2] - Monroy has been with TXNM Energy since 2003 and has held various leadership roles, including Vice President of PNM Regulatory and Corporate Controller [2] - TXNM Energy is an energy holding company based in Albuquerque, New Mexico, serving over 800,000 homes and businesses in Texas and New Mexico through its regulated utilities [4]

Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating TXNM Energy regarding its proposed merger with Blackstone Infrastructure, which will acquire TXNM Energy for $61.25 per share in cash [1] - The firm operates from the Empire State Building in New York City and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2][3] Group 2 - The firm emphasizes that no company, director, or officer is above the law, and encourages shareholders with concerns to contact them for additional information [3] - Monteverde & Associates PC is a national class action securities firm that litigates and recovers money for shareholders [2][4]

TXNM Energy Conference Call Summary Company and Industry - **Company**: TXNM Energy - **Acquirer**: Blackstone Infrastructure - **Industry**: Energy and Infrastructure Key Points and Arguments 1. **Acquisition Announcement**: TXNM Energy announced its agreement to be acquired by Blackstone Infrastructure, emphasizing the need for scale in the business while maintaining operations of TXNM Energy, PNM, and TNMP intact [2][3][4] 2. **Financial Strength**: The acquisition is expected to enhance TXNM's financial strength, allowing for better service to customers and maintaining investment-grade credit metrics without the challenges of current capital markets [5][6] 3. **Shareholder Compensation**: Upon closing, shareholders will receive $61.25 per share in cash, representing a 23% premium over the unaffected stock price and a 15.8% premium over the last closing price, with a total enterprise value of $11.5 billion [6][14] 4. **Blackstone's Investment Approach**: Blackstone Infrastructure has a successful track record with $60 billion in infrastructure assets under management, focusing on long-term partnerships and community support [7][8] 5. **Commitment to Employees and Communities**: The acquisition agreement includes commitments to keep TXNM Energy, PNM, and TNMP locally operated, with no workforce reductions or changes in compensation and benefits for at least two years post-transaction [12][13] 6. **Regulatory Process**: The transaction is subject to state and federal regulatory approvals, with expected completion in the second half of 2026. TXNM plans to engage stakeholders in Texas and New Mexico before filing [16][22] 7. **Equity Financing**: Blackstone Infrastructure will provide $400 million of upfront investments through the purchase of newly issued shares, with an additional $400 million to be issued before closing, alleviating financing pressures during the regulatory process [14][38] 8. **Dividend Policy**: TXNM Energy plans to continue paying dividends during the transaction process, subject to board approval, with the potential for growth in line with current plans [15][30] Other Important Content 1. **Termination Fees**: The termination fee for TXNM Energy is set at $210 million, while Blackstone's fee is $350 million [31] 2. **Net Benefit States**: Both New Mexico and Texas are classified as net benefit states for the transaction, which may facilitate the approval process [34] 3. **Management Transition**: Henry Monroy has been appointed as the new Senior Vice President and Chief Financial Officer, succeeding Lisa Eaton [18] This summary encapsulates the critical aspects of the TXNM Energy conference call, highlighting the strategic implications of the acquisition and its anticipated benefits for stakeholders.

Transaction Overview - Blackstone Infrastructure 将以每股 61.25 美元的价格收购 TXNM Energy，总企业价值为 115 亿美元[10] - 该价格较未受影响的股价溢价 23%[10] - TXNM Energy 预计在交易完成前发行 8 亿美元的股权[10] Benefits and Commitments - TXNM Energy、PNM 和 TNMP 将保持本地管理和运营[10, 16, 17] - 总部将保留在新墨西哥州和德克萨斯州[10, 17] - 员工将被保留，工会合同将得到尊重[10, 16] - 现有管理团队将留任[10, 17] - 承诺保持 PNM 和 TNMP 的投资级信用评级[10] Financing Details - Blackstone Infrastructure 将通过购买 800 万股 TXNM 新发行的普通股投资 4 亿美元的股权[18] - 预计 TXNM Energy 在交易完成前额外发行 4 亿美元的股权[18] - 该交易以股权和现有债务承担提供资金，不会发行增量债务[18] Approval Process and Timeline - 预计在获得监管部门批准后，将于 2026 年下半年完成[19] - 预计在 60 天内发出委托书[21] - 需要股东批准[19, 21] - 需要获得多个监管机构的批准，包括 NMPRC、PUCT、FERC、司法部和核管理委员会[20, 21]