TXNM ENERGY INC
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 28, 2025
TXNM$58.10-0.3%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) - 1. | See Index to Financial Statements under Part II, Item 8. |
|---|---|
| (a) - 2. | Financial Statement Schedules for the years 2024, 2023, and 2022 are omitted for the reason that they are not required, or the information is otherwise supplied under Part II, Item 8. |
| (a) - 3. | Exhibits: |
The documents listed below are being filed herewith or have been previously filed on behalf of TXNM, PNM or TNMP and are incorporated by reference to the filings set forth below pursuant to Exchange Act Rule 12b-32 and Regulation S-K section 10, paragraph (d).
| Exhibit No. | Description of Exhibit | Filed as Exhibit: | Registrant(s)File No: |
| Articles of Incorporation and By-laws | |||
|---|---|---|---|
| 3.1 | Restated Articles of Incorporation of TXNM Energy, Inc. | 3.1 to TXNM’s Current Report on Form 8-K filed August 6, 2024 | 1-32462TXNM |
| 3.2 | Restated Articles of Incorporation of PNM, as amended through May 31, 2002 | 3.1.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 | 1-6986PNM |
| 3.3 | Articles of Incorporation of TNMP, as amended through July 7, 2005 | 3.1.2 to TNMP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 | 2-97230TNMP |
| 3.4 | Bylaws of TXNM Energy, Inc. with all amendments to and including August 2, 2024 | 3.2 to TXNM’s Current Report on Form 8-K filed August 6, 2024 | 1-32462TXNM |
| 3.5 | Bylaws of PNM, with all amendments to and including July 1, 2022 | 3.5 to PNM’s Current Report on Form 8-K filed July 1, 2022 | 1-6986PNM |
| 3.6 | Bylaws of TNMP with all amendments to and including June 18, 2013 | 3.6 to TNMP’s Current Report on Form 8-K filed June 20, 2013 | 2-97230TNMP |
| Securities Instruments‡ | |||
| TXNM | |||
| 4.1 | Description of TXNM Energy, Inc. Securities | Filed herewith | 1-32462TXNM |
| 4.2 | Indenture, dated as of March 15, 2005, between TXNM and JPMorgan Chase Bank, N.A., as Trustee | 10.2 to TXNM’s Current Report on Form 8-K filed March 31, 2005 | 1-32462TXNM |
| 4.3 | Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among TXNM, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 15, 2005 TXNM Indenture) | 4.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 | 1-32462TXNM |
| 4.4 | Indenture for TXNM Energy, Inc.’s 5.75% Junior Subordinated Convertible Notes due 2054, dated as of June 10, 2024, by and between TXNM Energy, Inc. and Computershare Trust Company, N.A., as trustee | 4.1 to TXNM’s Current Report on Form 8-K filed June 10, 2024 | 1-32462TXNM |
| 4.5 | Indenture for TXNM Energy, Inc.’s 5.75% Junior Subordinated Notes due 2054, dated as of June 10, 2024, by and between TXNM Energy, Inc. and Computershare Trust Company, N.A., as trustee | 4.2 to TXNM’s Current Report on Form 8-K filed June 10, 2024 | 1-32462TXNM |
| PNM | |||
| 4.6 | Description of Public Service Company of New Mexico Securities | 4.2 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2019 | 1-6986PNM |
| 4.7 | Indenture (for Senior Notes), dated as of March 11, 1998, between PNM and The Chase Manhattan Bank, as Trustee | 4.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 | 1-6986PNM |
D - 1
| 4.8 | Sixth Supplemental Indenture, dated as of May 1, 2003, supplemental to Indenture dated as of March 11, 1998, between PNM and JPMorgan Chase Bank, as Trustee (PVNGS Maricopa PCRBs, Series 2003A) | 4.6.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 | 1-6986PNM |
| 4.9 | Eighth Supplemental Indenture, dated as of June 1, 2010, supplemental to Indenture dated as of March 11, 1998, between PNM and The Bank of New York Mellon Trust Company (successor to JPMorgan Chase Bank), as Trustee (SJGS Farmington PCRBs Series 2010A-F) | 10.1 to PNM’s Current Report on Form 8-K/A filed July 29, 2010 | 1-6986PNM |
| 4.10 | Ninth Supplemental Indenture, dated as of June 1, 2010, supplemental to Indenture dated as of March 11, 1998, between PNM and The Bank of New York Mellon Trust Company (successor to JPMorgan Chase Bank), as Trustee (PVNGS Maricopa PCRBs Series 2010A-B) | 10.2 to PNM’s Current Report on Form 8-K/A filed July 29, 2010 | 1-6986PNM |
| 4.11 | Agreement of Resignation, Appointment and Acceptance effective as of May 1, 2011, among PNM, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 11, 1998 PNM Indenture) | 4.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 | 1-6986PNM |
| 4.12 | Eleventh Supplemental Indenture, dated as of September 1, 2016, supplemental to Indenture dated as of March 11, 1998, between PNM and MUFG Union Bank, N.A. (formerly Union Bank, N.A.) (ultimate successor as trustee to The Chase Manhattan Bank), as Trustee (SJGS and Four Corners Farmington PCRBs Series 2016A-B) | 4.1 to PNM’s Current Report on Form 8-K filed September 27, 2016 | 1-6986PNM |
| 4.13 | Indenture (for Senior Notes), dated as of August 1, 1998, between PNM and The Chase Manhattan Bank, as Trustee | 4.1 to PNM’s Registration Statement No. 333-53367 | 333-53367PNM |
| 4.14 | Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among PNM, The Bank of New York Mellon Trust Company and Union Bank, N.A. (for August 1, 1998 PNM Indenture) | 4.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 | 1-6986PNM |
| 4.15 | Fifth Supplemental Indenture, dated as of August 11, 2015, supplemental to the Indenture dated as of August 1, 1998, between PNM and MUFG Union Bank, N.A., as Trustee ($250,000,000 of 3.85% Senior Notes due 2025, Series 2015) | 4.2 to PNM’s Current Report on Form 8-K filed August 11, 2015 | 1-6986PNM |
| TNMP | |||
|---|---|---|---|
| 4.16 | First Mortgage Indenture dated as of March 23, 2009 between TNMP and The Bank of New York Mellon Trust Company, N.A., as Trustee | 4.1 to TNMP’s Current Report on Form 8-K filed March 27, 2009 | 2-97230TNMP |
| 4.18 | Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among TNMP, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 23, 2009 TNMP Indenture) | 4.4 to TNMP’s Quarterly Report Form 10-Q for the quarter ended June 30, 2011 | 2-97230TNMP |
| 4.19 | Fifth Supplemental Indenture dated as of April 3, 2013 between TNMP and Union Bank, N.A., as Trustee ($93,198,000 of 6.95% First Mortgage Bonds due 2043, Series 2013A) | 4.1 to TNMP’s Current Report on Form 8-K filed April 3, 2013 | 2-97230TNMP |
| 4.20 | Seventh Supplemental Indenture dated as of February 10, 2016 between TNMP and MUFG Union Bank, N.A., as Trustee ($60,000,000 of 3.53% First Mortgage Bonds due 2026, Series 2016A) | 4.1 to TNMP’s Current Report on Form 8-K filed February 10, 2016 | 2-97230TNMP |
| 4.21 | Eighth Supplemental Indenture dated as of August 24, 2017 between TNMP and MUFG Union Bank, N.A., as Trustee ($60,000,000 of 3.22% First Mortgage Bonds due 2028, Series 2017A) | 4.1 to TNMP’s Current Report on Form 8-K filed August 24, 2017 | 2-97230TNMP |
| 4.22 | Ninth Supplemental Indenture dated as of June 28, 2018 between TNMP and MUFG Union Bank, N.A., as Trustee ($60,000,000 of 3.85% First Mortgage Bonds due 2028, Series 2018A) | 4.1 to TNMP’s Current Report on Form 8-K filed July 2, 2018 | 2-97230TNMP |
D - 2
| 4.23 | Tenth Supplemental Indenture dated as of March 29, 2019 between TNMP and MUFG Union Bank, N.A., as Trustee ($75,000,000 of 3.79% First Mortgage Bonds due 2034, Series 2019B, $75,000,000 of 3.92% First Mortgage Bonds due 2039, Series 2019C, $75,000,000 of 4.06% First Mortgage Bonds due 2044, Series 2019D) | 4.1 to TNMP’s Current Report on Form 8-K filed March 29, 2019 | 2-97230TNMP |
| 4.24 | Eleventh Supplemental Indenture dated as of July 1, 2019 between TNMP and MUFG Union Bank, N.A., as Trustee ($80,000,000 of 3.60% First Mortgage Bonds due 2029, Series 2019A) | 4.1 to TNMP’s Current Report on Form 8-K filed July 1, 2019 | 2-97230TNMP |
| 4.25 | Twelfth Supplemental Indenture, dated as of April 24, 2020, between TNMP and MUFG Union Bank, N.A., as Trustee ($85,000,000 of 2.73% First Mortgage Bonds due 2030, Series 2020A, $25,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020B) | 4.1 to TNMP’s Current Report on Form 8-K filed April 24, 2020 | 2-97230TNMP |
| 4.26 | Thirteenth Supplemental Indenture, dated as of July 15, 2020, between TNMP and MUFG Union Bank, N.A., as Trustee ($25,000,000 of 2.93% First Mortgage Bonds due 2035, Series 2020C, $50,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020D) | 4.1 to TNMP’s Current Report on Form 8-K filed July 15, 2020 | 2-97230TNMP |
| 4.27 | Fourteenth Supplemental Indenture, dated as of August 16, 2021, between TNMP and U.S. Bank National Association, as Trustee ($65,000,000 of 2.44% First Mortgage Bonds due 2035, Series 2021A) | 4.1 to TNMP’s Current Report on Form 8-K filed August 16, 2021 | 2-97230TNMP |
| 4.28 | Fifteenth Supplemental Indenture, dated as of May 12, 2022, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($65,000,000 of 4.13% First Mortgage Bonds due 2052, Series 2022A) | 4.1 to TNMP’s Current Report on Form 8-K filed May 16, 2022 | 2-97230TNMP |
| 4.29 | Sixteenth Supplemental Indenture, dated as of May 13, 2022, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($100,000,000 of First Mortgage Bonds, Series 2022B) | 4.3 to TNMP’s Current Report on Form 8-K filed May 16, 2022 | 2-97230TNMP |
| 4.30 | Seventeenth Supplemental Indenture, dated as of July 28, 2022, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($95,000,000 of 3.81% First Mortgage Bonds due 2032, Series 2022C) | 4.1 to TNMP’s Current Report on Form 8-K filed July 28, 2022 | 2-97230TNMP |
| 4.31 | Eighteenth Supplemental Indenture, dated as of April 28, 2023, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($130,000,000 of 5.01% First Mortgage Bonds due 2033, Series 2023A) | 4.1 to TNMP’s Current Report on Form 8-K filed April 28, 2023 | 2-97230TNMP |
| 4.32 | Nineteenth Supplemental Indenture, dated as of July 28, 2023, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($55,000,000 of 5.47% First Mortgage Bonds due 2053, Series 2023B) | 4.1 to TNMP’s Current Report on Form 8-K filed July 28, 2023 | 2-97230TNMP |
| 4.33 | Twentieth Supplemental Indenture, dated as of March 28, 2024, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee | 4.1 to TNMP’s Current Report on Form 8-K filed March 28, 2024 | 2-97230TNMP |
| 4.34 | Twenty-First Supplemental Indenture, dated as of April 1, 2024, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee | 4.1 to TNMP’s Current Report on Form 8-K filed April 1, 2024 | 2-97230TNMP |
| 4.35 | Twenty-Second Supplemental Indenture, dated as of July 1, 2024, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee | 4.1 to TNMP’s Current Report on Form 8-K filed July 1, 2024 | 2-97230TNMP |
D - 3
| 4.36 | Twenty-Third Supplemental Indenture, dated as of February 14, 2025, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee | 4.1 to TNMP’s Current Report on Form 8-K filed February 14, 2025 | 2-97230TNMP |
| Material Contracts | |||
|---|---|---|---|
| 10.1 | Distribution Agreement, dated May 6, 2024, by and among TXNM Energy, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC (each as sales agent) and Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, N.A. (each as forward purchaser) | 10.1 to TXNM’s Current Report on Form 8-K filed May 6, 2024 | 1-32462TXNM |
| 10.2 | Amendment No. 1 to the Distribution Agreement, dated August 5, 2024, by and among BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital, Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Wells Fargo Bank, N.A., and TXNM Energy | 10.2 to TXNM’s Current Report on Form 8-K filed August 5, 2024 | 1-32462TXNM |
| 10.3 | Term Loan Agreement, dated as of June 30, 2023 by and among TXNM, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent | 10.1 to TXNM’s Current Report on Form 8-K filed July 3, 2023 | 1-32462TXNM |
| 10.4 | Amended and Restated Term Loan Agreement, dated as of May 20, 2022, among TXNM, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent | 10.1 to TXNM’s Current Report on Form 8-K filed May 24, 2022 | 1-32462TXNM |
| 10.5 | First Amendment to Amended and Restated Term Loan Agreement, dated July 25, 2023, among TXNM the lender party thereto and Wells Fargo Bank, National Association, as administrative agent | 10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 | 1-32462TXNM |
| 10.6 | Twelfth Amendment to and Restatement of Credit Agreement, dated April 1, 2024, among TXNM, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent | 10.1 to TXNM’s Current Report on Form 8-K filed April 1, 2024 | 1-32462TXNM |
| 10.7 | Seventh Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, among PNM, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent | 10.2 to PNM’s Current Report on Form 8-K filed April 1, 2024 | 1-6986PNM |
| 10.8 | Term Loan Agreement, dated as of January 21, 2025, among Public Service Company of New Mexico, the lender parties thereto and Canadian Imperial Bank of Commerce, New York Branch, as Administrative Agent | 10.1 to PNM’s Current Report on Form 8-K filed January 22, 2025 | 1-6986PNM |
| 10.9 | Term Loan Agreement, dated as of May 10, 2024, among PNM, the lenders party thereto and U.S. Bank National Association, as Administrative Agent | 10.1 to PNM’s Current Report on Form 8-K filed May 10, 2024 | 1-6986PNM |
| 10.10 | Term Loan Agreement, dated as of August 5, 2022, among PNM, the lender parties thereto and Royal Bank of Canada, as administrative agent | 10.1 to PNM’s Current Report on Form 8-K filed August 5, 2022 | 1-6986PNM |
| 10.11 | Note Purchase Agreement dated July 28, 2017 between PNM and the purchasers named therein (PNM 2018 SUNs, Series A-H) | 10.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 | 1-6986PNM |
| 10.12 | Note Purchase Agreement dated April 30, 2020 between PNM and the purchasers named therein (PNM 2020 SUNs, Series A-B) | 10.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 | 1-6986PNM |
| 10.13 | Note Purchase Agreement, dated July 14, 2021, between PNM and the purchasers named therein (PNM 2021 SUNs, Series A-B) | 10.1 to PNM’s Current Report on Form 8-K filed July 14, 2021 | 1-6986PNM |
D - 4
| 10.14 | Note Purchase Agreement, dated September 23, 2021, between PNM and the purchasers named therein (PNM September 2021 SUNs, Series A-B) | 10.1 to PNM’s Current Report on Form 8-K filed September 23, 2021 | 1-6986PNM |
| 10.15 | Note Purchase Agreement, dated April 28, 2023, between PNM and the purchasers named therein (PNM 2023 SUNs, Series A-B) | 10.1 to PNM’s Current Report on Form 8-K filed April 28, 2023 | 1-6986PNM |
| 10.16 | Credit Agreement, dated as of April 1, 2024, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent | 10.3 to TNMP’s Current Report on Form 8-K filed April 1, 2024 | 2-97230TNMP |
| 10.17 | Bond Purchase Agreement dated December 17, 2015 between TNMP and the purchasers named therein (for $60,000,000 3.53% First Mortgage Bonds, due 2026, Series 2016A) | 10.1 to TNMP’s Current Report on Form 8-K filed December 21, 2015 | 2-97230TNMP |
| 10.18 | Bond Purchase Agreement dated June 14, 2017 between TNMP and the purchasers named therein (for $60,000,000 3.22% First Mortgage Bonds due 2027, Series 2017A) | 10.1 to TNMP’s Current Report on Form 8-K filed June 14, 2017 | 2-97230TNMP |
| 10.19 | Bond Purchase Agreement dated June 28, 2018 between TNMP and the purchasers named therein ($60,000,000 of 3.85% First Mortgage Bonds due 2028, Series 2018A) | 10.1 to TNMP’s Current Report on Form 8-K filed July 2, 2018 | 2-97230TNMP |
| 10.20 | Bond Purchase Agreement dated February 26, 2019 between TNMP and the purchasers named therein ($80,000,000 of 3.60% First Mortgage Bonds due 2029, Series 2019A; $75,000,000 of 3.79% First Mortgage Bonds due 2034, Series 2019B; $75,000,000 of 3.92% First Mortgage Bonds due 2034, Series 2019C; $75,000,000 of 4.06% First Mortgage Bonds due 2044, Series 2019D) | 10.3 to TNMP’s Annual Report on Form 10-K for the year ended December 31, 2018 | 2-97230TNMP |
| 10.21 | Bond Purchase Agreement dated April 24, 2020, between TNMP and the purchasers named therein ($85,000,000 of 2.73% First Mortgage Bonds due 2030, Series 2020A; $25,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020B; $25,000,000 of 2.93% First Mortgage Bonds due 2035, Series 2020C; $50,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020D) | 10.1 to TNMP’s Current Report on Form 8-K filed April 24, 2020 | 2-97230TNMP |
| 10.22 | Bond Purchase Agreement dated July 14, 2021, between TNMP and the purchasers named therein ($65,000,000 of 2.44% First Mortgage Bonds, due 2035, Series 2021A) | 10.2 to TNMP’s Current Report on Form 8-K filed July 14, 2021 | 2-97230TNMP |
| 10.23 | Bond Purchase Agreement dated April 27, 2022 between TNMP and the purchasers named therein ($65,000,000 of 4.13% First Mortgage Bonds due 2052, Series 2022A, $95,000,000 of 3.81% First Mortgage Bonds due 2032, Series 2022C) | 10.9 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 2-97230TNMP |
| 10.24 | Bond Purchase Agreement, dated April 28, 2023 between TNMP and the purchasers named therein ($130,000,000 of 5.01% First Mortgage Bonds due 2033, Series 2023A, $55,000,000 of 5.47% First Mortgage Bonds due 2053, Series 2023B) | 10.2 to TNMP’s Current Report on Form 8-K filed April 28, 2023 | 2-97230TNMP |
| 10.25 | Bond Purchase Agreement, dated March 28, 2024, between Texas-New Mexico Power Company and the purchasers named therein ($32,000,000 of 5.26% First Mortgage Bonds due 2029, Series 2024A, $85,000,000 of 5.55% First Mortgage Bonds due 2036, Series 2024B, $40,000,000 of 5.65% First Mortgage Bonds due 2039, Series 2024D, $128,000,000 of 5.79% First Mortgage Bonds due 2054, Series 2024E) | 10.1 to TNMP’s Current Report on Form 8-K filed March 28, 2024 | 2-97230TNMP |
D - 5
| 10.26 | Bond Purchase Agreement, dated February 14, 2025, between Texas-New Mexico Power Company and the purchasers named therein ($140,000,000 of 5.19% First Mortgage Bonds due 2031, Series 2025A) | 10.1 to TNMP’s Current Report on Form 8-K filed February 14, 2025 | 2-97230TNMP |
| 10.27** | 2014 Performance Equity Plan dated May 15, 2014 | 4.3 to TXNM’s Form S-8 Registration Statement filed May 15, 2014 | 333-195974TXNM |
| 10.28** | First Amendment to 2014 Performance Equity Plan | 99.1 to TXNM’s Current Report on Form 8-K filed December 15, 2015 | 1-32462TXNM |
| 10.29** | Second Amendment to 2014 Performance Equity Plan effective January 1, 2017 | 10.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2016 | 1-32462TXNM |
| 10.30** | 2023 Performance Equity Plan dated May 16, 2023 | 4.3 to TXNM’s Form S-8 Registration Statement filed May 16, 2023 | 333-195974TXNM |
| 10.31** | First Amendment to TXNM 2023 Performance Equity Plan effective December 18, 2024 | Filed herewith | 333-195974TXNM |
| 10.32** | 2023 Officer Annual Incentive Plan dated April 19, 2023 | 10.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 | 1-32462TXNM |
| 10.33** | TXNM 2024 Officer Annual Incentive Plan dated May 1, 2024 | 10.7 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 | 1-32462TXNM |
| 10.34** | First Amendment, dated September 12, 2024, to TXNM 2024 Officer Annual Incentive Plan | 10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 | 1-32462TXNM |
| 10.35** | Second Amendment, dated December 18, 2024, to TXNM 2024 Officer Annual Incentive Plan | Filed herewith | 333-195974TXNM |
| 10.36** | 2019 Long-Term Incentive Plan dated March 28, 2019 | 10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 | 1-32462TXNM |
| 10.37** | First Amendment to 2019 Long-Term Incentive Plan executed December 28, 2020 | 10.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
| 10.38** | Second Amendment dated March 29, 2021 to 2019 Long-Term Incentive Plan | 10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 | 1-32462TXNM |
| 10.39** | 2020 Long-Term Incentive Plan dated March 30, 2020 | 10.9 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 | 1-32462TXNM |
| 10.40** | First Amendment to 2020 Long-Term Incentive Plan executed December 28, 2020 | 10.6 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
| 10.41** | Second Amendment dated March 29, 2021 to 2020 Long-Term Incentive Plan | 10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 | 1-32462TXNM |
| 10.42** | Letter Amendment to 2020 Long-Term Incentive Plan for Charles Eldred, effective December 4, 2020 | 10.3 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
| 10.43** | Second Letter Amendment to 2020 Long-Term Incentive Plan for Charles Eldred, effective March 1, 2022 | 10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 1-32462TXNM |
| 10.44** | Letter Amendment to 2020 Long-Term Incentive Plan for Patricia Collawn, effective December 4, 2020 | 10.4 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
D - 6
| 10.45** | Second Letter Amendment to 2020 Long-Term Incentive Plan for Patricia Collawn, effective March 1, 2022 | 10.6 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 1-32462TXNM |
|---|---|---|---|
| 10.46** | Letter Amendment to 2020 Long-Term Incentive Plan for Patrick Apodaca, effective December 4, 2020 | 10.5 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
| 10.47** | Second Letter Amendment to 2020 Long-Term Incentive Plan for Patrick Apodaca, effective March 1, 2022 | 10.7 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 1-32462TXNM |
| 10.48** | Third Amendment dated July 7, 2022 to 2020 Long-Term Incentive Plan | 10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 | 1-32462TXNM |
| 10.49** | 2021 Long-Term Incentive Plan dated March 29, 2021 | 10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 | 1-32462TXNM |
| 10.50** | First Amendment dated April 19, 2022 to 2021 Long-Term Incentive Plan | 10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 1-32462TXNM |
| 10.51** | Second Amendment dated July 7, 2022 to 2021 Long-Term Incentive Plan | 10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 | 1-32462TXNM |
| 10.52** | 2022 Long-Term Incentive Plan dated April 19, 2022 | 10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 1-32462TXNM |
| 10.53** | First Amendment dated July 7, 2022 to 2022 Long-Term Incentive Plan | 10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 | 1-32462TXNM |
| 10.54** | Second Amendment dated September 12, 2024 to TXNM 2022 Long-Term Incentive Plan | 10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 | 1-32462TXNM |
| 10.55** | Third Amendment, dated December 18, 2024 to TXNM 2022 Long-Term Incentive Plan | Filed herewith | 333-195974TXNM |
| 10.56** | 2023 Long-Term Incentive Plan dated April 19, 2023 | 10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 | 1-32462TXNM |
| 10.57** | First Amendment dated May 1, 2024 to 2023 Long-Term Incentive Plan | 10.6 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 | 1-32462TXNM |
| 10.58** | Second Amendment dated September 12, 2024 to TXNM 2023 Long-Term Incentive Plan | 10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 | 1-32462TXNM |
| 10.59** | Third Amendment, dated December 18, 2024 to TXNM 2023 Long-Term Incentive Plan | Filed herewith | 333-195974TXNM |
| 10.60** | TXNM 2024 Long-Term Incentive Plan dated May 1, 2024 | 10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 | 1-32462TXNM |
| 10.61** | First Amendment dated September 12, 2024 to TXNM 2024 Long-Term Incentive Plan | 10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 | 1-32462TXNM |
| 10.62** | Second Amendment, dated December 18, 2024 to TXNM 2024 Long-Term Incentive Plan | Filed herewith | 333-195974TXNM |
| 10.63** | TXNM Director Deferred Stock Rights Program effective December 18, 2024 | Filed herewith | 333-195974TXNM |
D - 7
| 10.64** | Acknowledgement Form for officer restricted stock rights and awards granted under the 2014 Performance Equity Plan dated May 15, 2014 | 10.4.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2014 | 1-32462TXNM |
|---|---|---|---|
| 10.65** | 2021 Director Compensation Summary | 10.1 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
| 10.66** | 2022 Director Compensation Summary | 10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 | 1-32462TXNM |
| 10.67** | Acknowledgement Form with attached Terms and Conditions for restricted stock rights granted to directors on and after 2018 under the 2014 Performance Equity Plan dated May 15, 2014 | 10.5 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2017 | 1-32462TXNM |
| 10.68** | Acknowledgement Form with attached Terms and Conditions for restricted stock rights granted to directors on and after 2023 under the 2023 Performance Equity Plan dated May 16, 2023 | 10.59 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2023 | 1-32462TXNM |
| 10.69** | Executive Spending Account Plan (amended and restated effective January 1, 2011) | 10.4 to TXNM’s Current Report on Form 8-K filed March 1, 2011 | 1-32462TXNM |
| 10.70** | First Amendment to Executive Spending Account Plan effective January 1, 2011 | 10.7 to TXNM’s Current Report on Form 10-K for the year ended December 31, 2016 | 1-32462TXNM |
| 10.71** | Second Amendment to Executive Spending Account executed December 13, 2017 | 10.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2017 | 1-32462TXNM |
| 10.72** | Third Amendment to Executive Spending Account effective February 22, 2018 | 10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 | 1-32462TXNM |
| 10.73** | Executive Savings Plan II (amended and restated effective January 1, 2015) | 10.1.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2014 | 1-32462TXNM |
| 10.74** | First Amendment to Executive Savings Plan II executed April 15, 2016 | 10.7 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 | 1-32462TXNM |
| 10.75** | Second Amendment to Executive Savings Plan II executed December 28, 2020 | 10.7 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020 | 1-32462TXNM |
| 10.76** | Third Amendment to Executive Savings Plan II executed December 18, 2024 | Filed herewith | 333-195974TXNM |
| 10.77** | Summary of Officer Paid Time Off Program | 10.6 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2016 | 1-32462TXNM |
| 10.78** | Non-Union Severance Pay Plan effective December 1, 2021 | 10.53 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2021 | 1-32462TXNM |
| 10.79** | First Amendment to Non-Union Severance Pay Plan effective April 17, 2024 | Filed herewith | 333-195974TXNM |
| 10.80** | Officer Retention Plan executed October 20, 2020, as amended and restated effective as of October 20, 2020 | 10.3 to TXNM’s Current Report on Form 8-K filed October 21, 2020 | 1-32462TXNM |
| 10.81** | Employee Retention Agreement, executed November 11, 2020 for Elisabeth A. Eden | 10.65 to TXNM’s Annual Report on Form 10-K filed February 28, 2023 | 1-32462TXNM |
| 10.82** | First Amendment to Employee Retention Agreements, executed January 20, 2022 for Elisabeth A. Eden | 10.66 to TXNM’s Annual Report on Form 10-K filed February 28, 2023 | 1-32462TXNM |
D - 8
| 10.83** | Sign-on Equity Grant Restricted Stock Rights Award Agreement, executed September 6, 2024 for Brian G. Iverson | 10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 | 1-32462TXNM |
| 10.84** | Officer Life Insurance Plan dated April 28, 2004 | 10.24.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 | 333-32170TXNM |
| 10.85** | First Amendment to Officer Life Insurance Plan dated December 16, 2004 | 10.27 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2004 | 333-32170TXNM |
| 10.86** | Second Amendment to Officer Life Insurance Plan executed April 5, 2007 | 10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 | 1-32462TXNM |
| 10.87** | Third Amendment to the Officer Life Insurance Plan effective January 1, 2009 | 10.10 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2008 | 1-32462TXNM |
| 10.88** | Fourth Amendment to the Officer Life Insurance Plan effective January 1, 2009 | 10.15 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2008 | 1-32462TXNM |
| 10.89** | Fifth Amendment to the Officer Life Insurance Plan executed December 16, 2011 | 10.5 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2011 | 1-32462TXNM |
| 10.90** | Officer Financial Counseling Program offered by AYCO, a Goldman Sachs Company, effective January 9, 2020 | 10.61 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2021 | 1-32462TXNM |
| 10.91** | Officers Long Term Disability Coverage Description for Prudential Policy effective January 1, 2012 | 10.8 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2016 | 333-32170TXNM |
| 10.92** | Form of Amended and Restated Indemnity Agreement for officers and directors approved July 23, 2019 | 10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 | 1-32462TXNM |
| 10.93** | Employee Retention Agreement, executed December 4, 2023 for Joseph D. Tarry | 10.81 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023 | 1-32462TXNM |
| 10.94** | Employee Retention Agreement, executed December 5, 2023 for Patricia K. Collawn | 10.82 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023 | 1-32462TXNM |
| 10.95** | Employee Retention Agreement, executed December 5, 2023 for Patrick V. Apodaca | 10.83 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023 | 1-32462TXNM |
| 10.96 | Supplemental Indenture of Lease dated as of July 19, 1966 between PNM and other participants in the Four Corners Project and the Navajo Indian Tribal Council | 4-D to PNM’s Registration Statement No. 2-26116 | 2-26116PNM |
| 10.97 | Amendment and Supplement No. 1 to Supplemental and Additional Indenture of Lease dated April 25, 1985 between the Navajo Tribe of Indians and Arizona Public Service Company, El Paso Electric Company, Public Service Company of New Mexico, Salt River project Agricultural Improvement and Power District, Southern California Edison Company, and Tucson Electric Power Company (refiled) | 10.1.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1995 | 1-6986PNM |
| 10.98 | Amendment and Supplement No. 2 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March 7, 2011 | 10.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 | 1-6986PNM |
| 10.99 | Amendment and Supplement No. 3 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March 7, 2011 | 10.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 | 1-6986PNM |
D - 9
| 10.100 | Arizona Nuclear Power Project Participation Agreement among PNM and Arizona Public Service Company, Salt River Project Agricultural Improvement and Power District, Tucson Gas & Electric Company and El Paso Electric Company, dated August 23, 1973 | 5-T to PNM’s Registration Statement No. 2-50338 | 2-50338PNM |
| 10.101 | Amendments No. 1 through No. 6 to Arizona Nuclear Power Project Participation Agreement | 10.8.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1991 | 1-6986PNM |
| 10.102 | Amendment No. 7 effective April 1, 1982, to the Arizona Nuclear Power Project Participation Agreement (refiled) | 10.8.2 to PNM’s Annual Report on Form 10-K for year ended December 31, 1991 | 1-6986PNM |
| 10.103 | Amendment No. 8 effective September 12, 1983, to the Arizona Nuclear Power Project Participation Agreement (refiled) | 10.58 to PNM’s Annual Report on Form 10-K for year ended December 31, 1993 | 1-6986PNM |
| 10.104 | Amendment No. 9 to Arizona Nuclear Power Project Participation Agreement dated as of June 12, 1984 (refiled) | 10.8.4 to PNM’s Annual Report of the Registrant on Form 10-K for year ended December 31, 1994 | 1-6986PNM |
| 10.105 | Amendment No. 10 dated as of November 21, 1985 and Amendment No. 11 dated as of June 13, 1986 and effective January 10, 1987 to Arizona Nuclear Power Project Participation Agreement (refiled) | 10.8.5 to PNM’s Annual Report of the Registrant on Form 10-K for year ended December 31, 1995 | 1-6986PNM |
| 10.106 | Amendment No. 12 to Arizona Nuclear Power Project Participation Agreement dated June 14, 1988, and effective August 5, 1988 | 19.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1990 | 1-6986PNM |
| 10.107 | Amendment No. 13 to the Arizona Nuclear Power Project Participation Agreement dated April 4, 1990, and effective June 15, 1991 | 10.8.10 to PNM’s Annual Report on Form 10-K for the year ended December 31, 1990 | 1-6986PNM |
| 10.108 | Amendment No. 14 to the Arizona Nuclear Power Project Participation Agreement effective June 20, 2000 | 10.8.9 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2000 | 1-6986PNM |
| 10.109 | Amendment No. 15 to the Arizona Nuclear Power Project Participation Agreement dated November 29, 2010 and effective January 13, 2011 | 10.1 to PNM’s Current Report on Form 8-K filed March 1, 2011 | 1-6986PNM |
| 10.110 | Amendment No. 16, effective as of April 28, 2014, to the Arizona Nuclear Power Project Participation Agreement | 10.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 | 1-6986PNM |
| 10.111 | Master Nuclear Decommissioning Trust Fund Agreement for Palo Verde Nuclear Generating Station between Public Service Company of New Mexico and The Northern Trust Company, dated June 4, 2024 | Filed herewith | 1-6986PNM |
| 10.112 | Stipulation in the matter of PNM’s transition plan Utility Case No. 3137, dated October 10, 2002 as amended by Amendment to Stipulated Agreement dated October 18, 2002 | 10.86 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2002 | 1-6986PNM |
| 10.113 | Stipulation dated February 28, 2005 in NMPRC Case No. 04-00315-UT regarding the application of TXNM and TNMP for approval of the TNP acquisition | 10.134 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 | 1-32462TXNM/TNMP |
| Policies | |||
|---|---|---|---|
| 19.1 | Insider Trading Policy | Filed herewith | 1-32462TXNM |
| Subsidiaries | |||
| 21 | Certain subsidiaries of TXNM | Filed herewith | 1-32462TXNM |
| Auditor Consents | |||
| 23.1 | Consent of KPMG LLP for TXNM Energy, Inc. | Filed herewith | 1-32462TXNM |
| 23.2 | Consent of KPMG LLP for Public Service Company of New Mexico | Filed herewith | 1-6986PNM |
D - 10
| Officer Certifications | |||
|---|---|---|---|
| 31.1 | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 1-32462TXNM |
| 31.2 | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 1-32462TXNM |
| 31.3 | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 1-6986PNM |
| 31.4 | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 1-6986PNM |
| 31.5 | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 2-97230TNMP |
| 31.6 | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 2-97230TNMP |
| 32.1 | Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 1-32462TXNM |
| 32.2 | Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 1-6986PNM |
| 32.3 | Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | 2-97230TNMP |
| Additional Exhibits | |||
| 97 | TXNM Compensation Recoupment Policy (Clawback Policy) | 97 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023 | 1-32462TXNM |
| 99.1 | Agreement for the Sale and Purchase of Wastewater Effluent, dated November 13, 2000, among the City of Tolleson, Arizona Public Service Company and Salt River Project Agricultural Improvement and Power District | 99.19 to PNM’s Annual Report on Form 10-K for year ended December 31, 2013 | 1-6986PNM |
| 99.2 | Municipal Effluent Purchase and Sale Agreement dated April 23, 2010 between Cities of Phoenix, Mesa, Tempe, Scottsdale and Glendale, Arizona municipal corporations; and APS, SRP, acting on behalf of themselves and EPE, SCE, PNM, SCPPA, and Los Angeles Department of Water and Power | 10.6 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 | 1-6986PNM |
| XBRL Exhibits | |||
| 101.INS | XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document | Filed herewith | 1-32462TXNM/PNM/TNMP |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith | 1-32462TXNM/PNM/TNMP |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | 1-32462TXNM/PNM/TNMP |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | 1-32462TXNM/PNM/TNMP |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | 1-32462TXNM/PNM/TNMP |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | 1-32462TXNM/PNM/TNMP |
D - 11
| 104 | Cover Page Inline XBRL File (included in Exhibits 101) | Filed herewith | 1-32462TXNM/PNM/TNMP |
- One or more additional documents, substantially identical in all material respects to this exhibit, have been entered into, relating to one or more additional sale and leaseback transactions. Although such additional documents may differ in other respects (such as dollar amounts and percentages), there are no material details in which such additional documents differ from this exhibit.
** Designates each management contract or compensatory plan or arrangement required to be identified pursuant to paragraph 3 of Item 15(a) of Form 10-K.
‡ Certain instruments defining the rights of holders of long-term debt of the registrants included in the financial statements of registrants filed herewith have been omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of registrants. The registrants hereby agree to furnish a copy of any such omitted instrument to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.