v3.26.3
Financing
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Financing Financing
The Company’s financing strategy includes both short-term and long-term borrowings and the issuance of equity securities. The Company utilizes short-term revolving credit facilities, as well as cash flows from operations, to provide funds for both construction and operating expenditures. Depending on market and other conditions, the Company will periodically sell long-term debt, enter into term loan arrangements, or enter into equity arrangements and use the proceeds to reduce borrowings under the revolving credit facilities and commercial paper or refinance other debt. Each of the Company’s revolving credit facilities, term loans, and other debt agreements contain a single financial covenant that requires the maintenance of a debt-to-capitalization ratio. For the TXNM agreements, this ratio must be maintained at less than or equal to 70%, and for the PNM and TNMP agreements, this ratio must be maintained at less than or equal to 65%. The Company’s revolving credit facilities, term loans, and other debt agreements generally also contain customary covenants, events of default, cross-default provisions, and change-of-control provisions. PNM must obtain NMPRC approval for any financing transaction having a maturity of more than 18 months. In addition, PNM files its annual informational financing filing and short-term financing plan with the NMPRC. Additional information concerning financing activities is contained in Note 7 of the Notes to Consolidated Financial Statements in the 2025 Annual Reports on Form 10-K.

On February 28, 2025, TXNM filed a shelf registration that provides for the issuance of various types of debt and equity securities. The TXNM shelf registration statement expires in February 2028.

At December 31, 2025, PNM had a shelf registration statement, which was set to expire in May 2026, with capacity for the issuance of up to $650.0 million of SUNs. On February 20, 2026, PNM filed a post-effective amendment to the registration statement to deregister any and all securities that remained unsold, effectively terminating all offerings of the securities pursuant to the registration statement.

Financing Activities

At December 31, 2025, PNM had $100.3 million outstanding under the PNM 2021 Fixed Rate PCRBs that were subject to mandatory tender on October 1, 2026. On October 1, 2026, PNM successfully remarketed the PNM 2021 Fixed Rate PCRBs to new investors (the “PNM 2026 PCRBs”). The PNM 2026 PCRBs bear interest at 4.125% and are subject to mandatory tender on October 1, 2030.

On August 31, 2026, TXNM entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC (the “Underwriter”), to issue and sell to the Underwriter 7,079,646 shares of TXNM common stock, no par value (the “2026 Shares”), in connection with an underwritten public offering at a purchase price of $55.935 per share. The 2026 Shares were issued on September 2, 2026 and TXNM received net proceeds of approximately $396 million and used the proceeds to repay an equal amount towards the borrowings outstanding under the TXNM 2026 Delayed-Draw Term Loan (defined below).

On August 19, 2026, PNM entered into an agreement (the “PNM August 2026 Note Purchase Agreement”) with institutional investors for the sale and issuance of $200.0 million aggregate principal amount of three series of SUNs (the “PNM August 2026 SUNs”) offered in private placement transactions. PNM issued $115.0 million at 5.44%, due August 31, 2029, $50.0 million at 5.82%, due August 31, 2034, and $35.0 million at 6.12%, due August 31, 2038. PNM used the proceeds from the PNM August 2026 SUNs to repay existing indebtedness, to fund capital expenditures, and for other corporate purposes. The PNM August 2026 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM August 2026 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in the agreements, including the PNM August 2026 Note Purchase Agreement, will not be triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM August 2026 SUNs prior to their maturities, subject to payment of a customary make-whole premium.

On August 19, 2026, TNMP entered into an agreement (the “TNMP August 2026 Bond Purchase Agreement”) with institutional investors for the sale and issuance of $150.0 million aggregate principal amount of first mortgage bonds (the “TNMP August 2026 Bonds”) offered in private placement transactions. TNMP issued $75.0 million of the TNMP August 2026 Bonds at 5.23%, due September 1, 2031 and $75.0 million of the TNMP August 2026 Bonds at 5.46%, due September 1, 2033. TNMP used the proceeds to repay existing indebtedness, to fund capital expenditures, and for other corporate purposes. The TNMP August 2026 Bonds are subject to continuing compliance with the representations, warranties, and covenants set forth in the supplemental indenture governing the TNMP August 2026 Bonds. The terms of the supplemental indenture governing the TNMP August 2026 Bonds include the customary covenants discussed above. The definition of change of control in the supplemental indenture governing the TNMP August 2026 Bonds will not be triggered by the close of the Merger. TNMP has the right to redeem any or all of the TNMP August 2026 Bonds prior to their maturity, subject to payment of a customary make-whole premium.
On July 21, 2026, PNM entered into a $195.0 million term loan agreement (the “PNM 2026 Term Loan”), among PNM, the lenders party thereto and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent. PNM used the proceeds of the PNM 2026 Term Loan to repay borrowings under the PNM 2025 Term Loan (defined below) which matured on July 21, 2026. Borrowings under the PNM 2026 Term Loan bear interest at a variable rate which was 4.80% at September 30, 2026 and must be repaid on or before January 21, 2028.

On July 17, 2026, TXNM entered into a $400.0 million delayed-draw term loan agreement (the “TXNM 2026 Delayed-Draw Term Loan”), among TXNM and Wells Fargo Bank, National Association, as administrative agent. Draws on the TXNM 2026 Delayed-Draw Term Loan bear interest at a variable rate, and mature on January 17, 2029. On July 22, 2026, TXNM drew the full amount available under the TXNM 2026 Delayed-Draw Term Loan and used such amount to fully repay the $400.0 million previously received under the May 2025 Stock Purchase Agreement (defined below). See Note 12. On September 4, 2026, with proceeds received from the sale of the 2026 Shares, and notes issued under the TXNM Commercial Paper Program, TXNM repaid the TXNM 2026 Delayed-Draw Term Loan.

On May 1, 2026, TXNM, PNM, and TNMP each established commercial paper programs (respectively, the “TXNM Commercial Paper Program”, the “PNM Commercial Paper Program”, the “TNMP Commercial Paper Program”, and collectively the “Commercial Paper Programs”) pursuant to which they may issue from time to time short-term, unsecured commercial paper notes (respectively, the “TXNM Commercial Paper Notes”, the “PNM Commercial Paper Notes”, the “TNMP Commercial Paper Notes”, and collectively the “Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Commercial Paper Programs at any time not to exceed $300.0 million for TXNM, $400.0 million for PNM, and $300.0 million for TNMP. The Notes will have maturities of up to 364 days from the date of issue and net proceeds will be used for general corporate purposes. Each of TXNM, PNM and TNMP have agreed to maintain, at all times, unused available borrowing capacity under their respective revolving credit agreements (except for the PNM New Mexico Credit Agreement) in an amount at least equal to the amount of Notes outstanding at any time. See Short-term debt below for balances outstanding as of September 30, 2026.

On March 3, 2026, TXNM entered into a distribution agreement (the “March Distribution Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc., and Scotia Capital (USA) Inc., as sales agents and Bank of America, N.A., MUFG Securities EMEA plc, and The Bank of Nova Scotia, as forward purchasers, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $125.0 million of its common stock, no par value, through the sales agents (the “TXNM 2026 ATM Program”). Sales of the shares made pursuant to the March Distribution Agreement, if any, may be made in “at the market offerings” as defined in Rule 415 of the Securities Act. TXNM did not initially receive any proceeds upon the execution of this agreement.

Beginning on March 3, 2026, TXNM sold, through the sales agents listed above, an aggregate of 2,123,544 shares of TXNM common stock as set forth in the table below and used the proceeds to make cash equity contributions to PNM and for other corporate purposes. Gross cash proceeds shown below were reduced by $1.3 million in issuance costs resulting in net cash proceeds of $123.7 million.

Settlement date
Shares
Settlement price
Settlement amount
(in thousands)
March 4, 2026219,722 $58.97 $12,957 
March 5, 2026267,770 58.99 15,796
March 6, 2026219,199 58.91 12,913
March 9, 2026226,420 58.65 13,280
March 9, 2026102,324 58.86 6,023
March 10, 2026144,796 58.80 8,514
March 11, 2026175,000 58.70 10,273
March 11, 2026132,415 58.84 7,791
March 12, 2026186,448 58.63 10,931
March 18, 202691,872 58.54 5,379
March 23, 202619,935 58.28 1,162
May 18, 2026295,300 59.15 17,467
May 19, 202642,343 59.35 2,513
2,123,544 $124,999 
At December 31, 2025, TXNM had $550.0 million aggregate principal amount of Convertible Notes outstanding. The Convertible Notes are unsecured obligations of the Company and rank junior and subordinate in right of payment to the prior payment in full of the Company’s existing and future senior indebtedness. The Convertible Notes bear interest at a rate of 5.75% per year, payable semi-annually in arrears on June 1 and December 1, and mature on June 1, 2054, unless earlier converted, redeemed, or repurchased in accordance with their terms. Additional details related to the Convertible Notes may be found in Note 7 of the Notes to Consolidated Financial Statements in the 2025 Annual Reports on Form 10-K.

On January 2, 2026, TXNM notified holders of the Convertible Notes that the Convertible Notes were convertible, at the option of the holders, over a period beginning on January 1, 2026, and ending at the close of business on March 31, 2026, (the “First Quarter 2026 Conversion Period”). The Convertible Notes were convertible at a conversion rate of 22.5248 shares of common stock per $1,000 principal amount of Convertible Notes, which was equivalent to a conversion price of approximately $44.40 per share of common stock. On March 26, 2026, the conversion rate was increased to 22.5382 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $44.37 per share of common stock.

On March 31, 2026, it was determined that the Convertible Notes would once again become convertible. On March 31, 2026, TXNM notified holders of the Convertible Notes that the Convertible Notes were convertible, at the option of the holders, over a period beginning on April 1, 2026, and ending at the close of business on June 30, 2026, (the “Second Quarter 2026 Conversion Period”). On April 27, 2026, the conversion rate for the Convertible Notes was increased to 22.5517 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $44.34 per share of common stock.

With respect to the First Quarter 2026 Conversion Period and the Second Quarter 2026 Conversion Period, the Convertible Notes became convertible at the option of the holders because the last reported sale price of TXNM’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the preceding calendar quarter, was greater than or equal to 130% of the conversion price in effect on each applicable trading day during such 30 consecutive trading day period.

During the First and Second Quarter Conversion Periods, holders of approximately $0.2 million of Convertible Notes elected to convert their notes. For each $1,000 principal amount of Convertible Notes converted, the holders receive $1,000 principal amount of non-convertible 5.75% junior subordinated notes, due 2054 and shares of TXNM common stock with respect to the conversion value based on the trading price over a 60-trading day observation period. As of September 30, 2026, $549.8 million Convertible Notes remain outstanding.

On September 30, 2026, it was determined that the Convertible Notes would once again become convertible. On September 30, 2026, TXNM notified holders of the Convertible Notes that the Convertible Notes were convertible, at the option of the holders, over a period beginning on October 1, 2026, and ending at the close of business on December 31, 2026, (the “Fourth Quarter 2026 Conversion Period”). The Convertible Notes are convertible at a conversion rate of 22.5654 shares of common stock per $1,000 principal amount of Convertible Notes, which was equivalent to a conversion price of approximately $44.32 per share of common stock.

On August 29, 2025, TXNM paid the remaining balance due under its TXNM 2023 Term Loan in accordance with its terms, which terminated the agreement.

On August 15, 2025, TXNM entered into a distribution agreement (the “August Distribution Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc., as sales agents and Bank of America, N.A., MUFG Securities EMEA plc, Royal Bank of Canada and The Bank of Nova Scotia, as forward purchasers, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $200.0 million of its common stock, no par value, through the sales agents (the “TXNM 2025 ATM Program”). Sales of the shares made pursuant to the August Distribution Agreement, if any, may be made in “at the market offerings” as defined in Rule 415 of the Securities Act. TXNM did not initially receive any proceeds upon the execution of this agreement.

Beginning on August 15, 2025, TXNM sold, through the sales agents listed above, an aggregate of 3,542,377 shares of TXNM common stock as set forth in the table below and used the proceeds to repay borrowings under the TXNM Revolving Credit Facility and for other corporate purposes.
Gross cash proceeds shown below were reduced by $2.0 million in issuance costs resulting in net cash proceeds of $198.0 million.

Settlement dateSharesSettlement priceSettlement amount
(in thousands)
August 18, 2025209,990 $56.75 $11,917 
August 19, 202518,500 56.83 1,051
August 19, 2025200,000 56.51 11,302
August 19, 2025200,000 56.41 11,282
August 20, 20251,000,000 56.41 56,410
August 21, 202564,016 56.57 3,621
August 21, 20251,500,000 56.40 84,600
August 22, 2025135,327 56.58 7,657
August 25, 202541,408 56.60 2,344
August 25, 2025118,819 56.73 6,740
August 26, 202554,317 56.64 3,076
3,542,377 $200,000 

On July 31, 2025, PNM entered into an agreement (the “PNM July 2025 Note Purchase Agreement”) with institutional investors for the sale and issuance of $350.0 million aggregate principal amount of two series of SUNs (the “PNM July 2025 SUNs”) offered in private placement transactions. The PNM July 2025 SUNs were issued on July 31, 2025. PNM issued $200.0 million of the PNM July 2025 SUNs at 5.47%, due July 31, 2031, and another $150.0 million at 6.03%, due July 31, 2036. PNM used the proceeds from the PNM July 2025 SUNs to repay the PNM $250.0 million SUNs and for general corporate purposes. The PNM July 2025 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM July 2025 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in the agreements, including the PNM July 2025 Note Purchase Agreement, will not be triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM July 2025 SUNs prior to their maturities, subject to payment of a customary make-whole premium.

On July 21, 2025, TNMP entered into an agreement with institutional investors for the sale of $1,084.3 million aggregate principal amount of six series of TNMP first mortgage bonds (the “TNMP July 2025 FMBs”) offered in private placement transactions. TNMP issued the bonds on July 21, 2025, with the following terms:
Principal Amount
Interest Rate
Due Date
(in thousands)
$245,000 4.83 %
July 31, 2030
245,000 5.12 
July 31, 2032
240,000 5.44 
July 31, 2035
100,000 5.54 
July 31, 2037
154,300 5.93 
July 31, 2045
100,000 6.02 
July 31, 2055
$1,084,300 

The proceeds were used to repay borrowings under the TNMP Merger Backstop Term Loan (defined below). The TNMP July 2025 FMBs are subject to continuing compliance with the covenants set forth in the governing supplemental indentures. In the event of certain changes of control of TNMP, TNMP will be required to offer to prepay the TNMP July 2025 FMBs at par. Although there are customary change of control provisions in the TNMP July 2025 FMBs, the change of control provisions will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP July 2025 FMBs prior to their maturity, subject to payment of a customary make-whole premium.

At June 30, 2025, TXNM had a series of treasury lock agreements, with terms ranging from 5 years to 30 years, aggregating a total notional amount of $730.0 million to reduce interest rate exposure on the TNMP July 2025 FMBs that were issued in July 2025. The treasury lock agreements had an average fixed rate of 4.18% and TXNM designated them as cash flow hedges, measured at fair value, which were recorded as a loss of $2.5 million in Other current liabilities at June 30, 2025. Fair values, provided by an external pricing service, were determined using Level 2 inputs of quoted prices for similar agreements in
active markets. On July 1, 2025, TXNM terminated all of the treasury lock agreements, realizing a pre-tax net loss of $1.6 million recorded in Accumulated other comprehensive income. The loss will be amortized through interest expense over a range of 5 to 30 years, in accordance with the terms of the TNMP July 2025 FMBs issued July 21, 2025.

On June 24, 2025, TXNM entered into an agreement whereby TXNM sold, in a private placement transaction, and the purchasers named therein agreed to purchase 3,615,003 shares of TXNM common stock for a purchase price of $55.325 per share (for an aggregate amount of approximately $200 million). The closing of the issuance occurred on June 27, 2025. TXNM used the proceeds to repay an equal amount under the TXNM 2023 Term Loan. TXNM granted the purchasers customary registration rights with respect to the shares, pursuant to which TXNM registered the shares for resale with the SEC on August 8, 2025.

The documents governing an aggregate $1,505.0 million of TNMP’s outstanding FMBs (“TNMP FMBs”) obligated TNMP to offer (the “Offer”), within 30 business days following the signing of the Merger Agreement, to prepay all outstanding TNMP FMBs at 100% of the principal amount, plus accrued and unpaid interest thereon, but without any make-whole amount or other premium. On June 14, 2025, the Offer expired and $1,084.3 million in aggregate principal amount of the bonds were validly tendered. TNMP accepted for purchase all validly tendered bonds. On June 24, 2025, holders whose bonds were validly tendered and accepted for purchase received 100% of the aggregate principal amount of bonds prepaid plus accrued and unpaid interest using funds drawn under the TNMP Merger Backstop Term Loan, discussed below. On November 6, 2025, TNMP entered into an agreement and supplemental indenture to amend the documents governing $417.7 million of TNMP FMBs. The supplemental indenture amends the requirement for TNMP to provide certain financial reports and amends the definition of change of control under certain supplemental indentures such that TNMP will no longer be required to make an offer to prepay the aggregate $417.7 million TNMP FMBs upon closing of the Merger.

The documents governing an aggregate $3.0 million of TNMP FMBs still require TNMP to make another offer, within 30 business days of closing of the Merger, to prepay the remaining outstanding TNMP FMBs, totaling $3.0 million, at par. TNMP will make such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs; however, holders of the TNMP FMBs are not required to tender their TNMP FMBs and may accept or reject such offer to prepay.

The information in this Form 10-Q is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Similar to the offer to prepay made after signing the Merger Agreement, the post-Merger closing offer to prepay the TNMP FMBs will be made only pursuant to an offer to prepay, which will set forth the terms and conditions of the offer to prepay.

On May 27, 2025, TXNM physically settled all shares under the TXNM 2024 ATM Program by issuing 1,104,641 shares to the forward purchasers, aggregating net proceeds of $49.6 million, including $0.5 million for equity issuance costs. TXNM used the proceeds from the settled shares to repay borrowings under the TXNM Revolving Credit Facility. Following this settlement, no additional shares of TXNM’s common stock remain subject to future settlement under the TXNM 2024 ATM Program.

On May 18, 2025, the execution of the Merger Agreement constituted a “Change of Control” under certain TXNM and TNMP debt agreements. Under each of the specified debt agreements, a “Change of Control” constituted an “Event of Default,” pursuant to which the lender parties thereto had the right to accelerate the indebtedness under the debt agreements. The definition of Change of Control under the PNM debt agreements and PNM note purchase agreements were not triggered by the execution of the Merger Agreement.

On May 23, 2025, TXNM and TNMP entered into amendments in connection with the TXNM Revolving Credit Facility, TXNM 2023 Term Loan, WFB LOC Facility, and TNMP Revolving Credit Facility with the lender parties thereto (the “Lender Consents”) to (i) amend the definition of “Change of Control” in such agreements such that the entry into the Merger Agreement would not constitute a Change of Control and (ii) waive the Event of Default arising from entry into the Merger Agreement. The amended Change of Control definition under the TXNM and TNMP debt agreements will, however, be triggered again upon the closing of the Merger. On December 19, 2025, TXNM and TNMP entered into another amendment which provided, among other administrative updates, that the closing of the Merger shall not be deemed to be a change of control under the terms of the TXNM Revolver and TNMP Revolver which would otherwise result in an event of default thereunder. The Change of Control provisions in the PNM debt agreements are not triggered by the close of the Merger.

To ensure sufficient liquidity pending the Lender Consents, on May 18, 2025, TXNM entered into a $910.0 million 364-day revolving credit facility (the “TXNM Merger Backstop Revolving Facility”) between TXNM, the lenders party thereto,
and Wells Fargo Bank, National Association, as administrative agent. The TXNM Merger Backstop Revolving Facility was available to provide liquidity in the event the Company was unable to obtain the Lender Consents. On May 19, 2025, TXNM borrowed approximately $4.0 million under the TXNM Merger Backstop Revolving Facility and subsequently repaid the entire balance by May 21, 2025. The TXNM Merger Backstop Revolving Facility expired according to its terms as TXNM did not make any additional borrowings thereunder by the commitment termination date of May 23, 2025, and the Company was able to obtain the Lender Consents.

On May 18, 2025, concurrent with the execution of the TXNM Merger Backstop Revolving Facility, TNMP entered into a $1,505.0 million 364-day delayed-draw term loan (the “TNMP Merger Backstop Term Loan”) between TNMP, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The TNMP Merger Backstop Term Loan was available to provide liquidity to repurchase TNMP’s FMBs that were tendered for prepayment pursuant to the Offer. Borrowings under the TNMP Merger Backstop Term Loan were short-term in nature and bore interest at a variable rate. On July 21, 2025, TNMP issued the TNMP July 2025 FMBs and used the proceeds to repay the outstanding principal balance under the TNMP Merger Backstop Term Loan on July 22, 2025, terminating that agreement.

On May 18, 2025, concurrent with the execution of the Merger Agreement, TXNM entered into an agreement (the “May 2025 Stock Purchase Agreement”) whereby TXNM sold, in a private placement transaction, 8,000,000 shares of TXNM common stock for a purchase price of $50.00 per share (aggregating $400.0 million). The consummation of the May 2025 Stock Purchase Agreement occurred on June 2, 2025. TXNM used the proceeds to make a cash equity contribution of $160.0 million to TNMP, to repay borrowings under the TXNM Revolving Credit Facility, and for general corporate purposes. On July 2, 2026, the NMPRC ruled that the May 2025 Stock Purchase Agreement is void and of no effect. See Note 12.

On May 16, 2025, TXNM paid the remaining balance due under its TXNM 2021 Delayed Draw Term Loan in accordance with its terms.

On April 23, 2025, PNM entered into an agreement (the “PNM April 2025 Note Purchase Agreement”) with institutional investors for the sale and issuance of $300.0 million aggregate principal amount of two series of SUNs (the “PNM April 2025 SUNs”) offered in private placement transactions. The PNM April 2025 SUNs were issued on April 23, 2025. PNM issued $125.0 million of the PNM April 2025 SUNs at 5.75%, due June 1, 2032, and another $175.0 million at 6.13%, due June 1, 2037. PNM used proceeds from the PNM April 2025 SUNs for the repayment of existing indebtedness, funding of capital expenditures, and general corporate purposes. The PNM April 2025 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM April 2025 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in the agreements, including the PNM April 2025 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM April 2025 SUNs prior to their maturities, subject to payment of a customary make-whole premium.

On February 14, 2025, TNMP entered into an agreement (the “TNMP February 2025 Bond Purchase Agreement”) with institutional investors for the sale and issuance of $140.0 million aggregate principal amount of first mortgage bonds (the “TNMP February 2025 Bonds”) offered in private placement transactions. TNMP issued all $140.0 million of the TNMP February 2025 Bonds on February 14, 2025, at a 5.19% interest rate, due April 1, 2031. The proceeds were used to repay borrowings under the TNMP Revolving Credit Facility, for funding of capital expenditures, and for other corporate purposes. The TNMP February 2025 Bonds are subject to continuing compliance with the representations, warranties, and covenants set forth in the supplemental indentures governing the TNMP February 2025 Bonds. The terms of the supplemental indentures governing the TNMP February 2025 Bonds include the customary covenants discussed above. The definition of change of control in the supplemental indentures governing the TNMP February 2025 Bonds were triggered by the execution of the Merger Agreement and the TNMP February 2025 Bonds were included in an offer to prepay, with $40.0 million validly tendered by the bondholders and accepted for purchase by TNMP in July 2025. The definition of change of control for the remaining $100.0 million of TNMP February 2025 Bonds was successfully amended and will not be triggered by the close of the Merger. TNMP has the right to redeem any or all of the TNMP February 2025 Bonds prior to their maturity, subject to payment of a customary make-whole premium.

On January 21, 2025, PNM entered into a $195.0 million term loan agreement (the “PNM 2025 Term Loan”), among PNM, the lenders party thereto and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent. PNM used the proceeds of the PNM 2025 Term Loan to repay borrowings under the PNM Revolving Credit Facility and the PNM New Mexico Credit Facility, and for general corporate purposes. The PNM 2025 Term Loan was repaid on July 21, 2026, with the proceeds from the PNM 2026 Term Loan.
Short-term Debt and Liquidity

As of September 30, 2026, the TXNM Revolving Credit Facility had a financing capacity of $300.0 million, and the PNM Revolving Credit Facility had a financing capacity of $400.0 million. Each of these facilities matures on March 29, 2030, and contains one one-year extension option that, if exercised, would extend the maturity to March 2031, subject to approval by a majority of the lenders. On December 19, 2025, when the first extension option was exercised, one lender in each of the revolving credit facilities failed to agree to the extension. As a result, effective March 30, 2029, the TXNM Revolving Credit Facility capacity will adjust to $265.4 million, and the PNM Revolving Credit Facility capacity will adjust to $354.1 million. PNM also has the $40.0 million PNM New Mexico Credit Facility with a maturity of May 31, 2030. As of September 30, 2026, the TNMP Revolving Credit Facility has a capacity of $300.0 million and is secured by $300.0 million aggregate principal amount of TNMP first mortgage bonds and has a maturity of March 29, 2030, with one one-year extension option that, if exercised, would extend the maturity to March 2031, subject to approval by a majority of the lenders. On December 19, 2025, when the first extension option was exercised, one lender failed to agree to the extension and as a result, effective March 30, 2029, the TNMP Revolving Credit Facility capacity will adjust to $277.0 million. As discussed above, Notes issued under the Commercial Paper Programs, effectively reduce the available capacity on each of the revolving credit facilities, except the PNM New Mexico Credit Facility. Variable interest rates under the TXNM, PNM, and TNMP revolving credit facilities and Notes issued under the Commercial Paper Programs are based on SOFR.

Short-term debt outstanding consists of:

September 30, 2026December 31, 2025
Balance Outstanding
Weighted Average Interest Rate
Balance Outstanding
Weighted Average Interest Rate
(In thousands)
(In thousands)
PNM:
PNM Revolving Credit Facility$— —%$138,800 5.04%
PNM New Mexico Credit Facility40,000 5.2540,000 5.08
PNM Commercial Paper Notes8,900 4.18— —
48,900 178,800 
TXNM:
TXNM Revolving Credit Facility— —2,600 5.16
TXNM Commercial Paper Notes187,100 4.41— —
$236,000 $181,400 

In addition to the above borrowings, TXNM, PNM, and TNMP had letters of credit outstanding of $2.7 million, zero, and zero at September 30, 2026, that reduce the available capacity under their respective revolving credit facilities. TXNM also had $19.3 million of letters of credit outstanding under the WFB LOC Facility and $0.9 million of letters of credit issued by other banks. The above table excludes intercompany debt. As of September 30, 2026 and December 31, 2025, neither PNM nor TNMP had any intercompany borrowings from TXNM.

PNM has $3.8 million and $3.9 million in scheduled principal payments due for the ETBC I Securitized Bonds in February and August 2027. PNM also has $120.0 million outstanding under the PNM November 2025 Term Loan due in May 2027. The Company’s debt arrangements have various maturities and expiration dates. Additional information on debt maturities is contained in Note 7 of the Notes to Consolidated Financial Statements in the 2025 Annual Reports on Form 10-K.