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TXNM Energy Inc

TXNM Energy Reports 2025 Results, Transaction and Regulatory Updates

  • 2025 GAAP earnings of $1.48 per diluted share
  • 2025 Ongoing earnings per share of $2.33
  • Proposed transaction with Blackstone Infrastructure is progressing through the regulatory approval process                              

TXNM Energy (In millions, except EPS)


2025

2024

GAAP net earnings attributable to TXNM Energy

$151.4

$242.2

GAAP diluted EPS

$1.48

$2.67

Ongoing net earnings

$238.9

$247.8

Ongoing diluted EPS

$2.33

$2.74

ALBUQUERQUE, N.M., Feb. 27, 2026 /PRNewswire/ -- TXNM Energy (NYSE: TXNM) today reported 2025 earnings results. As previously announced, TXNM Energy does not plan to issue 2026 earnings guidance during pendency of the proposed transaction with Blackstone Infrastructure.

"PNM and TNMP continue to grow and we remain focused on meeting our customer needs across New Mexico and Texas, with TNMP supporting a 28% increase in system peak demand and PNM delivering 80% carbon free energy in 2025," said Don Tarry, President and CEO of TXNM Energy. "Our proposed transaction with Blackstone Infrastructure will provide the necessary capital to support this growth and New Mexico's transition to clean energy. We look forward to bringing the benefits of this transaction to our customers and communities."

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. Approvals continue to be pursued from the Nuclear Regulatory Commission and New Mexico Public Regulation Commission ("NMPRC").

TXNM Energy continues to anticipate that the closing of the acquisition will occur in the second half of 2026, subject to the satisfaction or waiver of the remaining customary closing conditions, including among other things, receipt of other required state and federal regulatory approvals.

REGULATORY UPDATE
On November 14, 2025, Texas New Mexico Power ("TNMP") filed a general rate proceeding with the PUCT requesting recovery of $2.8 billion of rate base as of June 30, 2025, a requested return on equity of 10.4%, and a 47.54% equity ratio. The TNMP base rate review also includes increases in operations and maintenance expenses that are not recovered through semi-annual Transmission Cost of Service ("TCOS") and Distribution Cost Recovery Factor ("DCRF") filings, excludes increases in interest expense resulting from refinancing of debt associated with the proposed Blackstone Infrastructure transaction, and requests recovery of $20.5 million associated with Hurricane Beryl restoration costs over a five-year period. If approved by the PUCT, the new rates are expected to become effective in mid-2026.

On December 29, 2025, Public Service Company of New Mexico ("PNM") filed an application with the NMPRC for approval of two economic development projects related to New Mexico Senate Bill 170 at an estimated cost of $165.5 million. Senate Bill 170 allows a utility to defer costs of economic development projects that serve sites certified by the New Mexico Economic Development Department.

On February 25, 2026, PNM filed an application with the NMPRC for approval of a Certificate of Convenience and Necessity for a new 345 kV transmission line, existing station expansions, and a new substation at an estimated cost of $247 million. This project aims to enhance reliability and resilience in the Albuquerque area, facilitate the integration of renewable energy, and support economic development.

In the fourth quarter of 2025, PNM initiated its 2026 Integrated Resource Plan ("IRP") process which will cover the 20-year planning period from 2026 through 2046. Consistent with historical practice, PNM is receiving public input from interested parties as part of this process. PNM expects to file its 2026 IRP with the NMPRC on or before September 1, 2026.

TNMP's second DCRF filing for 2025 was approved and implemented in the fourth quarter, providing recovery for $19 million of rate base.

SEGMENT REPORTING OF 2025 EARNINGS

  • PNM – a vertically integrated electric utility in New Mexico with distribution, transmission and generation assets.
  • TNMP – an electric transmission and distribution utility in Texas.
  • Corporate and Other – reflects the TXNM Energy holding company and other subsidiaries.

EPS Results by Segment


GAAP Diluted EPS


Ongoing Diluted EPS


2025

2024


2025

2024

PNM

$0.85

$2.12


$1.35

$2.16

TNMP

$1.21

$1.14


$1.42

$1.15

Corporate and Other

($0.58)

($0.59)


($0.44)

($0.57)







Consolidated TXNM Energy

$1.48

$2.67


$2.33

$2.74

Net changes to earnings in 2025 compared to 2024 include:

  • PNM: Rate relief from the implementation of the first phase of the approved 2025 Rate Request, higher retail load and transmission revenues, and higher realized gains on investment securities were more than offset by lower weather-related usage, increased O&M, higher depreciation, property tax and interest expense associated with new capital investments and increased demand charges from energy storage agreements added in late 2024.
  • TNMP: Rate recovery through the DCRF and TCOS rate mechanisms, revenues recorded under Texas House Bill 5247 and higher retail load were partially offset by higher depreciation, property tax and interest expense associated with new capital investments.
  • Corporate and Other: Lower interest expense due to lower debt balances increased earnings.

GAAP and ongoing earnings per share were reduced in 2025 by shares issued as part of 2024 forward sales agreements of $150 million, as well as shares issued in June and August 2025 for proceeds of $800 million.

In addition, GAAP earnings in 2025 included $3.4 million of net unrealized losses on investment securities compared to $2.7 million of net unrealized gains in 2024. GAAP earnings in 2025 also included a $58.8 million pension settlement charge related to a previously disposed of gas distribution business and $43.1 million of costs related to the planned transaction. GAAP earnings in 2024 included $9.2 million of regulatory disallowances.

Background:
 TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.

CONTACTS:


Analysts    

Media

Lisa Goodman                              

Corporate Communications

(505) 241-2160                             

(505) 241-2743

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this news release for TXNM Energy, PNM, or TNMP (collectively, the "Company") that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies, including the unaudited financial results, earnings guidance, statements regarding the potential transaction between TXNM Energy and Blackstone Infrastructure, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction and the expected benefits of the potential transaction, rate proceeding outcomes, anticipated benefits of the new transmission line project, and the expected timing of the IRP filing, are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates and apply only as of the date of this report. TXNM, PNM, and TNMP assume no obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM, PNM, and TNMP caution readers not to place undue reliance on these statements. TXNM's, PNM's, and TNMP's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. 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 Form 8-K's with the Securities and Exchange Commission, which factors are specifically incorporated by reference herein and the risks and uncertainties related to the proposed transaction with Blackstone Infrastructure, including, but not limited to: the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement, including in circumstances requiring TXNM Energy to pay a termination fee, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, the outcome of legal proceedings that may be instituted against TXNM Energy, its directors and others related to the proposed transaction, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TXNM Energy to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, the amount of costs, fees, charges or expenses resulting from the proposed transaction, and the risk that the price of TXNM Energy's common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements.

Non-GAAP Financial Measures
GAAP refers to generally accepted accounting principles in the U.S. 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 that are not indicative of fundamental changes in the earnings capacity of the Company's operations. 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. While the Company believes these financial measures are appropriate and useful for investors, they are not measures presented in accordance with GAAP. The Company does not intend for these measures, or any piece of these measures, to represent any financial measure as defined by GAAP. Furthermore, the Company's calculations of these measures as presented may or may not be comparable to similarly titled measures used by other companies. The Company uses ongoing earnings guidance to provide investors with management's expectations of ongoing financial performance over the period presented. While the Company believes ongoing earnings guidance is an appropriate measure, it is not a measure presented in accordance with GAAP. The Company does not intend for ongoing earnings guidance to represent an expectation of net earnings as defined by GAAP. Since the future differences between GAAP and ongoing earnings are frequently outside the control of the Company, management is generally not able to estimate the impact of the reconciling items between forecasted GAAP net earnings and ongoing earnings guidance, nor their probable impact on GAAP net earnings without unreasonable effort, therefore, management is generally not able to provide a corresponding GAAP equivalent for ongoing earnings guidance. Reconciliations between GAAP and ongoing earnings are contained in schedules 1-4.               

TXNM Energy, Inc. and Subsidiaries

Schedule 1

Reconciliation of GAAP to Ongoing Earnings  

 



PNM


TNMP


Corporate
and Other


Consolidated



(in thousands)

Quarter Ended December 31, 2025









GAAP Net Earnings (Loss) Attributable to TXNM:


$   (40,659)


$     39,909


$     (9,097)


$          (9,847)

Adjusting items before income tax effects









Net change in unrealized (gains) losses on investment securities2a


9,757


—


—


9,757

Regulatory settlements2b


—


3,500


—


3,500

Pension expense and settlement charge related to previously disposed of
gas distribution business2c


59,552


—


—


59,552

Process improvement initiatives2e


363


—


1


364

Merger related costs2f


676


6,038


1,295


8,009

Total adjustments before income tax effects


70,348


9,538


1,296


81,182

Income tax impact of above adjustments1


(17,868)


(2,003)


(329)


(20,200)

 Income tax valuation allowance3


193


—


1,270


1,463

 Timing of statutory and effective tax rates on non-recurring items4


1,349


(15)


(460)


874

Total income tax impacts3


(16,326)


(2,018)


481


(17,863)

Adjusting items, net of income taxes


54,022


7,520


1,777


63,319

Ongoing Earnings (Loss)


$     13,363


$     47,429


$     (7,320)


$          53,472










Year Ended December 31, 2025









GAAP Net Earnings (Loss) Attributable to TXNM:


$     87,077


$   124,290


$   (60,005)


$        151,362

Adjusting items before income tax effects









Net change in unrealized (gains) losses on investment securities2a


3,435


—


—


3,435

Regulatory settlements2b


1,500


3,500


—


5,000

Pension expense and settlement charge related to previously disposed of gas
distribution business2c


61,904


—


—


61,904

Regulatory disallowances2d


(731)


—


—


(731)

Process improvement initiatives2e


955


—


157


1,112

Merger related costs2f


1,602


23,141


18,388


43,131

Total adjustments before income tax effects


68,665


26,641


18,545


113,851

Income tax impact of above adjustments1


(17,440)


(5,595)


(4,711)


(27,746)

 Income tax valuation allowance3


193


—


1,270


1,463

Total income tax impacts3


(17,247)


(5,595)


(3,441)


(26,283)

Adjusting items, net of income taxes


51,418


21,046


15,104


87,568

Ongoing Earnings (Loss)


$   138,495


$   145,336


$   (44,901)


$        238,930










1 Tax effects calculated using a tax rate of 21.0% for TNMP and 25.4% for other segments

2 The pre-tax impacts (in thousands) of adjusting items are reflected on the GAAP Consolidated Statement of Earnings as follows:

a Changes in "Gains (losses) on investment securities" reflecting non-cash performance relative to market, not indicative of funding requirements

b Increases in "Administrative and general"

c Increases in "Other (deductions)"

d Decreases in "Regulatory disallowances" 

e Increases in "Energy production costs" of zero and $0.2 million, in "Transmission and distribution costs" of less than $0.1 million and $0.1 million,
    and in "Administrative and general" of $0.4 million and $0.6 million for the three and twelve months ended December 31, 2025 at PNM and increase
    of zero and $0.2 million in "Administrative and general" at Corporate and Other for the three and  twelve months ended December 31, 2025

f Increases in "Administrative and general" of $0.7 million and $1.6 million at PNM for the three and twelve months ended December 31, 2025;
    Increases in "Administrative and general" of $2.3 million and $3.2 million and increases in "Interest charges" of $3.7 million and $20.0 million at
    TNMP for the three and twelve months ended December 31, 2025; Increases in "Administrative and general" at Corporate and Other of $1.2 million
    and $18.1 million for the three and twelve months ended December 31, 2025

3 Increases (decreases) in "Income Taxes" 









4 Income tax timing impacts resulting from differences between the statutory rates of 25.4% for PNM, 21.0% for TNMP and the average expected
    statutory tax rate of 22.6% for TXNM, and the GAAP anticipated effective tax rates of 7.5% for PNM, 20.4% for TNMP, and 10.8% for TXNM, which
    have reversed by year end

 

TXNM Energy, Inc. and Subsidiaries

Schedule 2

Reconciliation of GAAP to Ongoing Earnings

 



PNM


TNMP


Corporate
and Other


Consolidated



(in thousands)

Quarter Ended December 31, 2024









GAAP Net Earnings (Loss) Attributable to TXNM:


$     10,311


$     23,325


$   (17,922)


$          15,714

Adjusting items before income tax effects









Net change in unrealized (gains) losses on investment securities2a


13,486


—


—


13,486

Regulatory disallowances2b


(1,621)


—


—


(1,621)

FERC refunds2c


(4,037)


—


—


(4,037)

Pension expense related to previously disposed of gas distribution business2d


433


—


—


433

Process improvement initiatives2e


523


1,046


2,137


3,706

Merger related costs2f


40


13


860


913

Total adjustments before income tax effects


8,824


1,059


2,997


12,880

Income tax impact of above adjustments1


(2,241)


(222)


(761)


(3,224)

Income tax valuation allowance3


—


—


1,346


1,346

Income tax impact of non-deductible merger related costs3


289


179


—


468

Total income tax impacts5


(1,952)


(43)


585


(1,410)

Adjusting items, net of income taxes


6,872


1,016


3,582


11,470

Ongoing Earnings (Loss)


$     17,183


$     24,341


$   (14,340)


$          27,184










Year Ended December 31, 2024









GAAP Net Earnings (Loss) Attributable to TXNM:


$   191,684


$   103,528


$   (53,058)


$        242,154

Adjusting items before income tax effects









Net change in unrealized (gains) losses on investment securities2a


(2,718)


—


—


(2,718)

Regulatory disallowances2b


9,226


—


—


9,226

FERC refunds2c


(4,037)


—


—


(4,037)

Pension expense related to previously disposed of gas distribution business2d


1,732


—


—


1,732

Process improvement initiatives2e


523


1,046


2,137


3,706

Merger related costs2f


174


(8)


2,988


3,154

Sale of NMRD4


—


—


15,097


15,097

Total adjustments before income tax effects


4,900


1,038


20,222


26,160

Income tax impacts of above adjustments1


(1,244)


(218)


(5,135)


(6,597)

Sale of NMRD4


—


—


(15,712)


(15,712)

Income tax valuation allowance3


—


—


1,346


1,346

Income tax impact of non-deductible merger related costs3


289


179


—


468

Total income tax impacts5


(955)


(39)


(19,501)


(20,495)

Adjusting items, net of income taxes


3,945


999


721


5,665

Ongoing Earnings (Loss)


$   195,629


$   104,527


$   (52,337)


$        247,819










1 Tax effects calculated using a tax rate of 21.0% for TNMP and 25.4% for other segments

2 The pre-tax impacts (in thousands) of adjusting items are reflected on the GAAP Consolidated Statement of Earnings as follows:

a Changes in "Gains (losses) on investment securities" reflecting non-cash performance relative to market, not indicative of funding requirements

b Decreases in "Regulatory disallowances" of $1.6 million for the three months ended December 31, 2024, increases in "Regulatory disallowances"
    of $9.0 million for the twelve months ended December 31, 2024, and decreases in "Electric Operating Revenues" of $0.2 million for the twelve
    months ended December 31, 2024

c Decreases in "Cost of energy" of $3.8 million and increases in "Interest income" of $0.2 million for the three and twelve months ended December 31, 2024

d Increases in "Other (deductions)"

e Increases in "Administrative and general" of $5.0 million for the three and twelve months ended December 31, 2024 and decreases in "Energy
    production costs" of $1.3 million for the three and twelve months ended December 31, 2024

f Increases in "Administrative and general"









3 Increases (decreases) in "Income Taxes"









4 Net gain of $4.4 million on the sale of NMRD: Increase in "Other (deductions)" of $15.1 million, decrease in "Income Taxes (Benefits)" of $3.8 million
    for federal income tax and a decrease in "Income Taxes (Benefits)" of $15.7 million for investment tax credits

5 Income tax impacts reflected in "Income Taxes"

 

TXNM Energy, Inc. and Subsidiaries

Schedule 3

Reconciliation of GAAP to Ongoing Earnings Per Diluted Share

 



PNM


TNMP


Corporate
and Other


Consolidated



(per diluted share)

Quarter Ended December 31, 2025









GAAP Net Earnings (Loss) Attributable to TXNM:


$       (0.36)


$         0.36


$       (0.08)


$            (0.08)

Adjusting items, net of income tax effects









Net change in unrealized (gains) losses on investment securities


0.07


—


—


0.07

Regulatory settlements


—


0.02


—


0.02

Pension expense and settlement charge related to previously disposed of gas
distribution business


0.40


—


—


0.40

Income tax valuation allowance


—


—


0.01


0.01

Merger related costs


—


0.04


0.01


0.05

Timing of statutory and effective tax rates on non-recurring items


0.01


—


—


0.01

Total Adjustments


0.48


0.06


0.02


0.56

Ongoing Earnings (Loss)


$         0.12


$         0.42


$       (0.06)


$              0.48

Average Diluted Shares Outstanding:  112,357,639















Year Ended December 31, 2025









GAAP Net Earnings (Loss) Attributable to TXNM:


$         0.85


$         1.21


$       (0.58)


$              1.48

Adjusting items, net of income tax effects









Net change in unrealized (gains) losses on investment securities


0.03


—


—


0.03

Regulatory settlements


0.01


0.03


—


0.04

Regulatory disallowances


(0.01)


—


—


(0.01)

Pension expense and settlement charge related to previously disposed of gas
distribution business


0.45


—


—


0.45

Process improvement initiatives


0.01


—


—


0.01

Income tax valuation allowance


—


—


0.01


0.01

Merger related costs


0.01


0.18


0.13


0.32

Total Adjustments


0.50


0.21


0.14


0.85

Ongoing Earnings (Loss)


$         1.35


$         1.42


$       (0.44)


$              2.33

Average Diluted Shares Outstanding: 102,392,046






 

TXNM Energy, Inc. and Subsidiaries

Schedule 4

Reconciliation of GAAP to Ongoing Earnings Per Diluted Share

 



PNM


TNMP


Corporate
and Other


Consolidated



(per diluted share)

Quarter Ended December 31, 2024









GAAP Net Earnings (Loss) Attributable to TXNM:


$         0.11


$         0.26


$       (0.20)


$              0.17

Adjusting items, net of income tax effects









Net change in unrealized (gains) losses on investment securities


0.12


—


—


0.12

Regulatory disallowances


(0.01)


—


—


(0.01)

FERC refunds


(0.03)


—


—


(0.03)

Process improvement initiatives


—


0.01


0.02


0.03

Income tax valuation allowance


—


—


0.01


0.01

Merger related costs


—


—


0.01


0.01

Total Adjustments


0.08


0.01


0.04


0.13

Ongoing Earnings (Loss)


$         0.19


$         0.27


$       (0.16)


$              0.30

Average Diluted Shares Outstanding:  90,998,879















Year Ended December 31, 2024









GAAP Net Earnings (Loss) Attributable to TXNM:


$         2.12


$         1.14


$       (0.59)


$              2.67

Adjusting items, net of income tax effects









Net change in unrealized (gains) losses on investment securities


(0.02)


—


—


(0.02)

Regulatory disallowances


0.08


—


—


0.08

FERC refunds


(0.03)


—


—


(0.03)

Pension expense related to previously disposed of gas distribution business


0.01


—


—


0.01

Process improvement initiatives


—


0.01


0.02


0.03

Income tax valuation allowance


—


—


0.02


0.02

Merger related costs


—


—


0.03


0.03

Sale of NMRD


—


—


(0.05)


(0.05)

Total Adjustments


0.04


0.01


0.02


0.07

Ongoing Earnings (Loss)


$         2.16


$         1.15


$       (0.57)


$              2.74

Average Diluted Shares Outstanding:  90,590,573






 

TXNM Energy, Inc. and Subsidiaries

Schedule 5

Consolidated Statements of Earnings

 


Year Ended December 31,


2025


2024


2023


(In thousands, except per share amounts)

Electric Operating Revenues

$      2,165,606


$      1,971,199


$      1,939,198

Operating Expenses:






Cost of energy

716,005


583,984


802,261

Administrative and general

274,453


247,116


227,900

Energy production costs

98,371


93,748


91,610

Regulatory disallowances

(731)


8,980


71,923

Depreciation and amortization

425,641


384,925


319,503

Transmission and distribution costs

100,794


98,380


98,721

Taxes other than income taxes

109,894


100,580


95,940

Total operating expenses

1,724,427


1,517,713


1,707,858

Operating income

441,179


453,486


231,340

Other Income and Deductions:






Interest income

20,065


23,537


21,963

Gains on investment securities

34,750


26,851


19,246

Other income

29,087


28,621


24,204

Other (deductions)

(73,546)


(24,189)


(15,869)

Net other income and (deductions)

10,356


54,820


49,544

Interest Charges

271,522


228,066


190,355

Earnings before Income Taxes

180,013


280,240


90,529

Income Taxes (Benefits)

10,187


21,518


(16,350)

Net Earnings

169,826


258,722


106,879

(Earnings) Attributable to Valencia Non-controlling Interest

(17,936)


(16,040)


(18,533)

Preferred Stock Dividend Requirements of Subsidiary

(528)


(528)


(528)

Net Earnings Attributable to TXNM

$         151,362


$         242,154


$           87,818

Net Earnings Attributable to TXNM per Common Share:






Basic

$                1.49


$                2.67


$                1.02

Diluted

$                1.48


$                2.67


$                1.02

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SOURCE TXNM Energy, Inc.