New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2026, TXNM Energy, Inc., Public Service Company of New Mexico, and Texas-New Mexico Power Company (collectively, the “Company”) issued a press release announcing results of operations for the three and nine months ended September 30, 2026. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The Company's press release and other communications from time to time may include certain financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"). A “non-GAAP financial measure” is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the company's financial statements.
Non-GAAP financial measures utilized by the Company include presentations, on an ongoing basis, of revenues, operating expenses, operating income, other income and deductions, earnings, and earnings per share. The Company uses ongoing earnings and ongoing earnings per diluted share (or ongoing diluted earnings per share) to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees. Certain non-GAAP financial measures utilized by the Company exclude the impact of net unrealized mark-to-market gains and losses on economic hedges, the net change in unrealized gains and losses on investment securities, pension expense related to previously disposed of gas distribution business, and certain non-recurring, infrequent, and other items. The Company's management believes that these non-GAAP financial measures provide useful information to investors by removing the effect of variances in GAAP reported results of operations that are not indicative of fundamental changes in the earnings capacity of the Company's operations. Management also believes that the presentation of the non-GAAP financial measures is largely consistent with its past practice, as well as industry practice in general, and will enable investors and analysts to compare current non-GAAP measures with non-GAAP measures with respect to prior periods.
October 30, 2026
TXNM Energy Reports Third Quarter 2026 Results
• 2026 third quarter GAAP earnings of $1.50 per diluted share
• 2026 third quarter ongoing earnings of $1.62 per diluted share TXNM Energy (In millions, except EPS)
Q3 2026
Q3 2025
YTD 2026
YTD 2025
GAAP net earnings attributable to TXNM Energy $163.4 $130.7 $238.4 $161.2
GAAP diluted EPS $1.50 $1.22 $2.15 $1.63
Ongoing net earnings $184.8 $142.8 $272.7 $185.5
Ongoing diluted EPS $1.62 $1.33 $2.42 $1.87 TXNM Energy (NYSE: TXNM) today reported 2026 third quarter results. As previously announced, TXNM Energy does not plan to issue earnings guidance during pendency of the proposed transaction with Blackstone Infrastructure.
“During a prolonged summer of record-breaking heat, both PNM and TNMP reached new system peaks, demonstrating the critical role our infrastructure plays during periods of extreme demand,” said Don Tarry, TXNM Energy President and CEO. “We are acutely aware of the impact of higher energy use on our customers, and we remain focused on strengthening reliability while managing costs responsibly for our customers.”
TRANSACTION UPDATE On May 19, 2025, TXNM Energy announced an agreement under which affiliates of Blackstone Infrastructure will acquire the outstanding common stock of TXNM Energy for $61.25 per share.
Shareholders approved the proposed transaction on August 28, 2025. In February 2026, approval was received from the Federal Energy Regulatory Commission and the Public Utility Commission of Texas ("PUCT") approved a unanimous settlement agreement on the proposed transaction. Clearance has been received from the Federal Communications Commission and the waiting period under the Hart-Scott-Rodino Act has expired without any objections or concerns having been raised. On August 21, 2026, approval was received from the Nuclear Regulatory Commission. Approval continues to be pursued from the New Mexico Public Regulation Commission ("NMPRC").
On October 16, 2026, the NMPRC accepted TXNM Energy and Blackstone Infrastructure's amended application for approval of the transaction, which includes increased benefits to customers including rate credits, additional contributions to the PNM Good Neighbor Fund and workforce development programs across local communities. On October 27, 2026, the NMPRC hearing examiners published a revised procedural schedule with evidentiary hearings scheduled for January 19 through February 1, 2027.
TXNM Energy anticipates that the closing of the acquisition will occur in the first half of 2027, subject to the satisfaction or waiver of the remaining customary closing conditions, including among other things, receipt of approval from the NMPRC.
REGULATORY UPDATE On September 1, 2026, Texas-New Mexico Power Company ("TNMP") filed its first single Unified Tracker Mechanism ("UTM") application with the PUCT. The UTM application consolidates and includes updates to TNMP’s Distribution Cost Recovery Factor ("DCRF"), interim Transmission Cost of Service ("TCOS"), and Transmission Cost Recovery Factor for the period from July 1, 2025 through June 30, 2026. The UTM application requests total incremental increases of $77.9 million and $27.0 million in DCRF and TCOS revenue requirements, including revenues recorded under Texas House Bill 5247 .
On September 1, 2026, Public Service Company of New Mexico ("PNM") filed its 2026 Integrated Resource Plan ("IRP") with the NMPRC, covering the 2026-2045 planning period. The 2026 IRP outlines PNM's long-term strategy to maintain reliability and affordability while meeting New Mexico's clean energy requirements, addressing significant projected load growth, transmission needs, and changing market conditions.
On October 1, 2026, PNM filed its 2026 Distribution System Plan (the “2026 DSP”) with the NMPRC. The 2026 DSP establishes a forward looking framework for maintaining a safe, reliable, resilient, and affordable distribution system while responding to load growth, electrification, distributed energy resources, and grid modernization. The 2026 DSP identifies emerging system needs and investments to support detailed engineering studies, project prioritization, and budgeting.
On October 30, 2026, PNM expects to file an application with the NMPRC for approval of a Certificate of Convenience and Necessity for a new 345 kV transmission line, existing station expansions, determination for a new right-of-way, and reconstruction of portions of an existing 115 kV line at an estimated cost of $595 million. This project aims to strengthen PNM's east to west transmission system and supports resources identified in PNM's 2029-2032 Resource Portfolio Application filed on May 29, 2026.
SEGMENT REPORTING OF 2026 THIRD QUARTER EARNINGS
• PNM – a vertically integrated electric utility in New Mexico with distribution, transmission and generation assets.
Filing figures are from this filing. Earlier figures are from past filings.