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Approval of Unopposed Stipulation in PNM 2028 Resource Application
Prnewswire· 2025-06-30 10:30
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]
TXNM Stock Alert: Halper Sadeh LIC is Investigating Whether the Sale of TXNM Energy, Inc. is Fair to Shareholders
GlobeNewswire News Room· 2025-05-20 12:21
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].
TXNM Energy Announces CFO Transition to Henry Monroy
Prnewswire· 2025-05-20 10:30
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]
$HAREHOLDER ALERT: The M&A Class Action Firm Investigates the Merger of TXNM Energy - TXNM
Prnewswire· 2025-05-19 19:30
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 (TXNM) M&A Announcement Transcript
2025-05-19 17:00
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.
TXNM Energy (TXNM) Earnings Call Presentation
2025-05-19 14:35
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]
TXNM Energy Enters Agreement to be Acquired by Blackstone Infrastructure
Prnewswire· 2025-05-19 10:30
Core Viewpoint - TXNM Energy has entered into an agreement for Blackstone Infrastructure to acquire the company for $61.25 per share, resulting in a total enterprise value of $11.5 billion, including net debt and preferred stock [1][8]. Company Overview - TXNM Energy, through its subsidiaries PNM and TNMP, focuses on addressing critical electricity infrastructure needs and is committed to transitioning to clean energy in New Mexico [2][6]. - PNM is evolving its generation portfolio to meet clean energy goals, while TNMP has increased capital investments to support growth in Texas [2]. Transaction Details - The acquisition price of $61.25 per share represents a 23.0% premium over TXNM Energy's 30-day volume weighted average price as of March 5, 2025 [8]. - Blackstone Infrastructure will fund the acquisition entirely with equity and does not plan to increase TXNM Energy's leverage levels [4][10]. - Blackstone Infrastructure is also investing $400 million through a private placement of newly issued shares at $50 per share to support TXNM Energy's growth plans [9]. Strategic Goals - The transaction aims to provide long-term capital to support TXNM Energy's infrastructure development and economic growth during the transition to clean energy [6]. - TXNM Energy will remain locally managed and operated, retaining its workforce and honoring labor agreements [6][15]. Regulatory and Approval Process - The transaction is subject to approval from TXNM Energy's shareholders and various regulatory bodies, including the New Mexico Public Regulation Commission and the Public Utility Commission of Texas [11]. - The deal is expected to close in the second half of 2026, pending necessary approvals [11]. Leadership Changes - Following the transaction, Pat Collawn will step down as Executive Chair, with Don Tarry taking over as President and CEO [12]. Advisors - Wells Fargo and Citi are serving as financial advisors to TXNM Energy, while RBC Capital Markets and J.P. Morgan are advising Blackstone Infrastructure [13].
PNM, TNMP Receive Rate Approvals
Prnewswire· 2025-05-15 20:15
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].
TXNM Energy Announces Executive Leadership Transition of Pat Collawn to Executive Chair, Don Tarry to CEO
Prnewswire· 2025-05-14 10:30
Core Viewpoint - TXNM Energy is undergoing a leadership transition with Pat Collawn moving to Executive Chair and Don Tarry appointed as the new President and CEO, effective July 1, 2025 [1][2]. Leadership Transition - Pat Collawn has been with TXNM Energy since June 2007, serving in various roles including President and CEO since March 2010, and will continue to lead as Executive Chair [2][5]. - Don Tarry, who has been with the company since 1996 and held multiple leadership positions, will take over as CEO and President [5][6]. Strategic Focus - Under Pat's leadership, TXNM Energy has focused on its regulated utilities and aims for 100% carbon-free generation by 2040, achieving 72% carbon-free generation capacity by 2024 [3][5]. - The company is committed to meeting the evolving needs of its customers and communities while pursuing cost-effective solutions [5][6]. Community Involvement - Both Pat Collawn and Don Tarry are actively involved in community initiatives, with Pat serving in various leadership roles and Don as Chair of the Albuquerque Regional Economic Alliance [4][6]. Company Overview - TXNM Energy, based in Albuquerque, New Mexico, provides energy to over 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM [7].
TXNM Energy, Inc.(TXNM) - 2025 Q1 - Quarterly Report
2025-05-09 20:15
PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) Presents unaudited condensed consolidated financial statements for TXNM, PNM, and TNMP, including earnings, balance sheets, and cash flows, with comprehensive notes [TXNM Energy, Inc. and Subsidiaries Financial Statements](index=7&type=section&id=TXNM%20ENERGY%2C%20INC.%20AND%20SUBSIDIARIES) TXNM's Q1 2025 net earnings fell to **$8.9 million** (**$0.10 per diluted share**) from **$47.2 million**, total assets increased to **$11.39 billion** TXNM Condensed Consolidated Statement of Earnings (Q1 2025 vs Q1 2024) | Metric | Q1 2025 (In thousands) | Q1 2024 (In thousands) | | :--- | :--- | :--- | | Electric Operating Revenues | $482,792 | $436,877 | | Operating Income | $71,889 | $80,590 | | Net Earnings Attributable to TXNM | $8,923 | $47,190 | | Diluted EPS | $0.10 | $0.52 | TXNM Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 (In thousands) | December 31, 2024 (In thousands) | | :--- | :--- | :--- | | Total Current Assets | $489,406 | $498,836 | | Net Utility Plant | $8,622,927 | $8,437,008 | | Total Assets | $11,390,620 | $11,211,733 | | Total Current Liabilities | $1,694,175 | $1,775,098 | | Long-term Debt, net | $4,582,713 | $4,311,765 | | Total Liabilities | $8,828,384 | $8,616,919 | | Total TXNM Common Stockholders' Equity | $2,504,335 | $2,536,385 | TXNM Condensed Consolidated Statement of Cash Flows (Q1 2025 vs Q1 2024) | Metric | Q1 2025 (In thousands) | Q1 2024 (In thousands) | | :--- | :--- | :--- | | Net cash flows from operating activities | $141,257 | $92,816 | | Net cash flows used in investing activities | ($345,009) | ($184,358) | | Net cash flows from financing activities | $197,560 | $99,509 | [Public Service Company of New Mexico (PNM) and Subsidiaries Financial Statements](index=14&type=section&id=PUBLIC%20SERVICE%20COMPANY%20OF%20NEW%20MEXICO%20AND%20SUBSIDIARIES) PNM's Q1 2025 net earnings fell sharply to **$0.9 million** from **$41.9 million**, driven by higher costs, total assets at **$7.47 billion** PNM Condensed Consolidated Statement of Earnings (Q1 2025 vs Q1 2024) | Metric | Q1 2025 (In thousands) | Q1 2024 (In thousands) | | :--- | :--- | :--- | | Electric Operating Revenues | $333,380 | $308,115 | | Operating Income | $31,338 | $50,950 | | Net Earnings Available for PNM Common Stock | $945 | $41,920 | PNM Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 (In thousands) | December 31, 2024 (In thousands) | | :--- | :--- | :--- | | Total Assets | $7,471,816 | $7,407,279 | | Total Liabilities | $5,274,550 | $5,211,552 | | Total Equity | $2,185,737 | $2,184,198 | [Texas-New Mexico Power Company (TNMP) and Subsidiaries Financial Statements](index=21&type=section&id=TEXAS-NEW%20MEXICO%20POWER%20COMPANY%20AND%20SUBSIDIARIES) TNMP's Q1 2025 net earnings increased to **$22.3 million** from **$14.6 million**, driven by higher revenues, total assets grew to **$3.76 billion** TNMP Condensed Consolidated Statement of Earnings (Q1 2025 vs Q1 2024) | Metric | Q1 2025 (In thousands) | Q1 2024 (In thousands) | | :--- | :--- | :--- | | Electric Operating Revenues | $149,412 | $128,762 | | Operating Income | $42,747 | $30,738 | | Net Earnings | $22,283 | $14,583 | TNMP Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2025 (In thousands) | December 31, 2024 (In thousands) | | :--- | :--- | :--- | | Total Assets | $3,760,714 | $3,649,125 | | Total Liabilities | $2,373,242 | $2,283,936 | | Total Common Stockholder's Equity | $1,387,472 | $1,365,189 | [Notes to Condensed Consolidated Financial Statements](index=26&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Detailed notes explain accounting policies, financing, environmental commitments, regulatory updates for PNM and TNMP, leases, and pension plans - PNM filed a new general rate case in June 2024 (2025 Rate Request) seeking a **$174.3 million** revenue increase; an unopposed stipulation was filed in November 2024 proposing a **$105.0 million** increase, with a hearing examiner recommending approval in April 2025[233](index=233&type=chunk)[234](index=234&type=chunk)[236](index=236&type=chunk) - TNMP received final PUCT approval in March 2025 for its System Resiliency Plan (SRP), authorizing **$545.8 million** in capital investments and **$86.1 million** in O&M costs over three years to enhance grid resiliency[258](index=258&type=chunk)[259](index=259&type=chunk) - Recent financing activities in Q1 2025 include PNM's **$195.0 million** term loan and TNMP's issuance of **$140.0 million** in first mortgage bonds; subsequent to the quarter, in April 2025, PNM issued an additional **$300.0 million** in Senior Unsecured Notes[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - The company is actively managing environmental regulations, including the ETA which mandates a **100% zero-carbon portfolio by 2045** for PNM, and new EPA rules on Coal Combustion Residuals (CCRs), which identified one CCRMU at SJGS requiring evaluation[172](index=172&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) Disaggregation of Revenues from Contracts with Customers (Three Months Ended March 31, 2025) | Customer Type | PNM (In thousands) | TNMP (In thousands) | TXNM Consolidated (In thousands) | | :--- | :--- | :--- | :--- | | Residential | $124,554 | $48,781 | $173,335 | | Commercial | $102,159 | $46,962 | $149,121 | | Industrial | $33,632 | $11,546 | $45,178 | | Transmission | $35,017 | $40,220 | $75,237 | | Wholesale energy sales | $16,928 | $— | $16,928 | | **Total revenues from contracts** | **$329,958** | **$150,455** | **$480,413** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses TXNM's financial condition and operations, including business objectives, segment results, liquidity, capital, and regulatory matters [Executive Summary](index=67&type=section&id=Executive%20Summary) TXNM's Q1 2025 net earnings fell to **$8.9 million** (**$0.10 per diluted share**) due to investment losses and higher costs, strategic focus on carbon-free goals - Net earnings attributable to TXNM for Q1 2025 were **$8.9 million** (**$0.10 per diluted share**), a significant decrease from **$47.2 million** (**$0.52 per diluted share**) in Q1 2024[338](index=338&type=chunk) - Key drivers for the earnings decrease include poor performance of PNM's NDT and other investment securities, higher operating expenses, increased depreciation, and higher interest charges, which more than offset benefits from rate relief and load growth at TNMP[338](index=338&type=chunk) - TNMP received final PUCT approval for its System Resiliency Plan (SRP) in March 2025, enhancing its distribution system[280](index=280&type=chunk) - PNM's 2025 Rate Request, filed in June 2024, has progressed with an unopposed stipulation filed in November 2024 and a hearing examiner's recommendation for approval in April 2025[281](index=281&type=chunk)[282](index=282&type=chunk) [Results of Operations](index=75&type=section&id=Results%20of%20Operations) TXNM's consolidated net earnings decreased by **$38.3 million** in Q1 2025, driven by a **$41.0 million** decline in PNM's earnings, partially offset by TNMP's **$7.7 million** increase Change in Net Earnings by Segment (Q1 2025 vs Q1 2024) | Segment | Change in Net Earnings (In millions) | | :--- | :--- | | TNMP | $7.7 | | PNM | ($41.0) | | Corporate and Other | ($5.0) | | **Net Change** | **($38.3)** | - TNMP's utility margin increased by **$17.3 million**, primarily due to transmission rate relief (**$4.4M**), distribution rate relief (**$6.3M**), and higher demand-based load (**$3.3M**)[351](index=351&type=chunk) - PNM's utility margin decreased by **$8.3 million**, largely due to costs from new energy storage capacity arrangements (**$10.0M**) and lower transmission margin (**$2.5M**), which offset gains from higher retail load (**$4.3M**)[356](index=356&type=chunk) - A significant factor in PNM's lower earnings was a **$19.2 million** decrease in performance on investment securities in its NDT and coal mine reclamation trusts compared to the prior year[358](index=358&type=chunk) [Liquidity and Capital Resources](index=84&type=section&id=Liquidity%20and%20Capital%20Resources) TXNM had **$585.5 million** in liquidity as of April 25, 2025, projecting **$8.6 billion** in capital requirements for 2025-2029, primarily for construction and dividends Projected Capital Requirements (2025-2029) | Requirement | 2025 (In millions) | 2026-2029 (In millions) | Total (In millions) | | :--- | :--- | :--- | :--- | | Construction expenditures | $1,321.3 | $6,513.0 | $7,834.3 | | Dividends on TXNM common stock | $151.0 | $611.3 | $762.3 | | **Total capital requirements** | **$1,472.8** | **$7,126.4** | **$8,599.2** | - Total available liquidity as of April 25, 2025, was **$585.5 million** across all revolving credit facilities[387](index=387&type=chunk) - The company has approximately **$1.0 billion** in consolidated debt maturities through April 2026 and anticipates needing additional long-term financing to fund its capital plan[342](index=342&type=chunk) - The company is in compliance with all debt covenants, which primarily consist of a debt-to-capitalization ratio limit (**70%** for TXNM, **65%** for PNM/TNMP)[372](index=372&type=chunk) [Other Issues Facing the Company](index=89&type=section&id=Other%20Issues%20Facing%20the%20Company) The company addresses climate change risks and opportunities, with PNM committed to a carbon-free portfolio by **2040**, navigating complex federal and state regulatory landscapes - PNM is committed to a **100% carbon-free generating portfolio by 2040**, which is more aggressive than the New Mexico ETA mandate of **2045**[395](index=395&type=chunk)[419](index=419&type=chunk) - The retirement of the SJGS plant in 2022 resulted in a **67% reduction** in PNM's GHG emissions from 2021 levels[400](index=400&type=chunk) - The company faces uncertainty from federal policy shifts, noting President Trump's January 2025 executive orders directing a review of EPA actions, withdrawal from the Paris Agreement, and reconsideration of the 2009 GHG endangerment finding[413](index=413&type=chunk)[418](index=418&type=chunk) - PNM's resource planning is heavily influenced by New Mexico's ETA, which sets renewable portfolio standards of **50% by 2030**, **80% by 2040**, and **100% zero-carbon by 2045**[415](index=415&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=93&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company manages commodity, credit, and interest rate risks, with significant variable-rate debt exposure and PNM's investment trusts facing equity and interest rate market risks - The company is exposed to interest rate risk on its variable-rate debt; as of April 25, 2025, total outstanding variable-rate debt was **$1.207 billion**, comprising **$351.4 million** in short-term debt and **$856.0 million** in long-term debt[455](index=455&type=chunk) - PNM's decommissioning and reclamation trusts held **$470.2 million** in investments as of March 31, 2025; **66.3%** of this was in equity securities, exposing the trusts to equity market risk; a hypothetical **10% decrease** in equity prices would reduce the fair value by **$31.2 million**[455](index=455&type=chunk)[457](index=457&type=chunk) - Credit risk from wholesale counterparties totaled **$0.9 million** as of March 31, 2025, with the largest single counterparty exposure being **$0.2 million**[451](index=451&type=chunk) [Item 4. Controls and Procedures](index=95&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) TXNM's CEO and CFO concluded that disclosure controls and procedures are effective as of March 31, 2025, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that disclosure controls and procedures for TXNM, PNM, and TNMP are effective as of the end of the period covered by the report[458](index=458&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[459](index=459&type=chunk)[460](index=460&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=96&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Information on legal proceedings, including PNM and TNMP rate cases and regulatory filings, is incorporated by reference from Note 12 - Information regarding legal proceedings is incorporated by reference from Note 12, which details ongoing regulatory and rate matters[460](index=460&type=chunk)[464](index=464&type=chunk) [Item 1A. Risk Factors](index=96&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K have occurred - There have been no material changes to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K[461](index=461&type=chunk) [Item 5. Other Information](index=96&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter[462](index=462&type=chunk) [Item 6. Exhibits](index=96&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including corporate governance, financing agreements, incentive plans, and CEO/CFO certifications - The report includes several exhibits, such as financing agreements for TNMP and PNM, amendments to long-term incentive plans, and CEO/CFO certifications under the Sarbanes-Oxley Act[463](index=463&type=chunk)[465](index=465&type=chunk)