PNM / PNM Resources, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 (August 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 (August 29, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

TXNM Energy Shareholders Overwhelmingly Approve Acquisition by Blackstone Infrastructure

For Immediate Release August 28, 2025 TXNM Energy Shareholders Overwhelmingly Approve Acquisition by Blackstone Infrastructure (ALBUQUERQUE, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2025 (August 28, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2025 (August 28, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

DISTRIBUTION AGREEMENT

Exhibit 10.1 DISTRIBUTION AGREEMENT August 15, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 Bank of America, N.A. One Bryant Park New York, New York 10036 MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor New York, New York 10020 MUFG Securities EMEA plc Ropemaker Place, 25 Ropemaker Street London EC27 9AJ, United Kingdom RBC Capital Markets, LLC Brookfiel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 (August 15, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 (August 15, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

TXNM Energy, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $200,000,000

Filed Pursuant to Rule 424(b)(5) Registration No. 333-285426 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 28, 2025) TXNM Energy, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $200,000,000 This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, having an aggregate offering price of up t

Calculation of Filing Fee Tables Form S-3 (Form Type) TXNM Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TXNM Energy, Inc.

Calculation of Filing Fee Tables Form S-3 (Form Type) TXNM Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TXNM Energy, Inc.

EX-4.4

Exhibit 4.4 Exhibit 4.4

As filed with the Securities and Exchange Commission on August 8, 2025

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

First Amendment dated July 29, 2025 to TXNM 2025

Exhibit 10.8 FIRST AMENDMENT TO THE TXNM ENERGY, INC. 2025 LONG-TERM INCENTIVE PLAN TXNM Energy, Inc. (the “Company”) previously adopted the TXNM Energy, Inc. 2025 Long-Term Incentive Plan (the “Plan”) pursuant to the TXNM Energy, Inc. 2023 Performance Equity Plan (the “PEP”). By this instrument, the Company desires to amend the Plan as set forth below. 1.This First Amendment shall be effective as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

TXNM Energy Reports Second Quarter 2025 Results

Exhibit 99.1 ALBUQUERQUE, N.M. August 1, 2025 TXNM Energy Reports Second Quarter 2025 Results •2025 second quarter GAAP earnings of $0.22 per diluted share •2025 second quarter ongoing earnings of $0.25 per diluted share •Proposed transaction with Blackstone Infrastructure expected to close in the second half of 2026 TXNM Energy (In millions, except EPS) Q2 2025 Q2 2024 YTD 2025 YTD 2024 GAAP net

, 2025, between Public Service Company of New Mexico and the purchasers named therein

Exhibit 10.12 EXECUTION VERSION PUBLIC SERVICE COMPANY OF NEW MEXICO $350,000,000 $200,000,000 5.47% Senior Unsecured Notes, Series C, due July 31, 2031 $150,000,000 6.03% Senior Unsecured Notes, Series D, due July 31, 2036 NOTE PURCHASE AGREEMENT Dated July 31, 2025 4897-3451-8608 v9.docx 4481008 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHA

Amendment dated July 29, 2025 to TXNM 202

FOURTH AMENDMENT TO THE TXNM ENERGY, INC. 2024 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2024 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the “PEP”). Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”). The PEP was subsequently renamed the TXNM Energy, Inc. 20

ment dated July 29, 2025 to TXNM 2025 Officer Annual Incentive Plan

Exhibit 10.7 FIRST AMENDMENT TO THE TXNM ENERGY, INC. 2025 OFFICER ANNUAL INCENTIVE PLAN TXNM Energy, Inc. (the “Company”) previously adopted the TXNM Energy, Inc. 2025 Officer Annual Incentive Plan (the “Plan”). By this instrument, the Company desires to amend the Plan as set forth below. 1.This First Amendment shall be effective as of April 14, 2025. 2.Table 3 (Award Levels Table) of Attachment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2025 (August 1, 2025) Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2025 (August 1, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

Amendment dated July 29, 2025 to TXNM 202

FIFTH AMENDMENT TO THE TXNM ENERGY, INC. 2023 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2023 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the “PEP”). The Plan has been amended on four prior occasions. Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”). The PEP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 (July 22, 2025) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2025 (July 22, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

Twenty-Fourth Supplemental Indenture, dated as of July 21, 2025, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee.

Exhibit 4.1 TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated as of July 21, 2025 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing six series of Securities designated 4.83% FIRST MORTGAGE BONDS, DUE July 31, 2030, SERIES 2025B 5.12% FIRST MORTGAGE BONDS

Bond Purchase Agreement, dated July 21, 2025, between Texas-New Mexico Power Company and the purchasers named therein.

Exhibit 10.1 TEXAS-NEW MEXICO POWER COMPANY $1,084,300,000 $245,000,000 4.83% First Mortgage Bonds, due July 31, 2030, Series 2025B $245,000,000 5.12% First Mortgage Bonds, due July 31, 2032, Series 2025C $240,000,000 5.44% First Mortgage Bonds, due July 31, 2035, Series 2025D $100,000,000 5.54% First Mortgage Bonds, due July 31, 2037, Series 2025E $154,300,000 5.93% First Mortgage Bonds, due July

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2025 (July 21, 2025) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 22, 2025 (July 21, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Prox

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy

Calculation of Filing Fee Tables Schedule 14A (Form Type) TXNM ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) TXNM ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended December 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 24, 2025 (June 24, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

. (incorporated by reference to Exhibit 10.

Execution Version Exhibit 10.1 STOCK PURCHASE AGREEMENT by and between TXNM ENERGY, INC. and ZIMMER PARTNERS, LP ZP MASTER UTILITY FUND LTD. ZIMMER MASTER INFRASTRUCTURE FUND, LP ZP MASTER MIDCAP FUND, LTD. COMPASS OFFSHORE SAV II PCC LIMITED COMPASS SAV II L.L.C. Dated as of June 24, 2025 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 Section 1.1. Definitions 1 ARTICLE II. PURCHASE AND SALE OF THE SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2025 (June 14, 2025) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2025 (June 14, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 27, 2025 (May 23, 2025) Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 27, 2025 (May 23, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. T

First Amendment to Term Loan Agreement, dated as of May 23, 2025, among TXNM Energy, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.2 FIRST AMENDMENT TO TERM LOAN AGREEMENT THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of May [23], 2025, between TXNM ENERGY, INC., a New Mexico corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), with Wells Fargo Bank, Nati

Fourteenth Amendment to Credit Agreement, dated as of May 23, 2025, among TXNM Energy, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.1 FOURTEENTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May [23], 2025, between TXNM ENERGY, INC., a New Mexico corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), with Wells Fargo Bank,

Consent and Waiver to Standby Letter of Credit, dated May 18, 2025, between TXNM Energy, Inc. and Wells Fargo Bank, National Association.

Exhibit 10.3 CONSENT AND WAIVER TO STANDBY LETTER OF CREDIT AGREEMENT THIS CONSENT AND WAIVER TO STANDBY LETTER OF CREDIT AGREEMENT (this “Consent and Waiver”) is dated as of May 18, 2025, between TXNM ENERGY, INC., a New Mexico corporation (the “Applicant”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”). Capitalized terms used herein and not otherwise defined shall have the meanings ass

First Amendment to Credit Agreement, dated May 23, 2025, between Texas-New Mexico Power Company, the lenders party thereto and Wells Fargo Bank, National Association.

Exhibit 10.4 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May [23], 2025, between TEXAS-NEW MEXICO POWER COMPANY, a Texas corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), with Wells Fargo Bank, Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2025 (May 18, 2025) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2025 (May 18, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

TNMP Merger Backstop Term Loan, dated as of May 18, 2025, by and among Texas-New Mexico Power Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.2 $1,505,000,000 TERM LOAN AGREEMENT among TEXAS-NEW MEXICO POWER COMPANY, as Borrower, THE LENDERS IDENTIFIED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent DATED AS OF MAY 18, 2025 WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 5 1.1 Definitions 5 1.2 Computation of Time Periods an

TXNM Merger Backstop Revolving Facility, dated as of May 18, 2025, by and among TXNM Energy, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.1 $910,000,000 CREDIT AGREEMENT among TXNM ENERGY, INC., as Borrower, THE LENDERS IDENTIFIED HEREIN, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent DATED AS OF MAY 18, 2025 WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions 1 1.2 Computation of Time Periods and Other D

Investor Presentation. (Furnished not filed)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2025 (May 18, 2025) Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2025 (May 18, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. T

Stock Purchase Agreement, dated as of May 18, 2025, by and between TXNM Energy, Inc. and Troy TopCo LP.

Exhibit 10.3 STOCK PURCHASE AGREEMENT by and between TXNM ENERGY, INC. and TROY TOPCO LP Dated as of May 18, 2025 KE 120502662 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 Section 1.1. Definitions 1 ARTICLE II. PURCHASE AND SALE OF THE SECURITIES 6 Section 2.1. Issuance and Sale of Securities 6 Section 2.2. Registration Rights 6 Section 2.3. Closing and Delivery 6 Section 2.4. Restrictive Legend 6 A

Agreement and Plan of Merger, dated as of May 18, 2025, by and among TXNM Energy, Inc., Troy ParentCo LLC and Troy Merger Sub Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among TROY PARENTCO LLC, TROY MERGER SUB INC., and TXNM ENERGY, INC. Dated as of May 18, 2025 KE 101146486 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 SECTION 1.1 Definitions 2 SECTION 1.2 The Merger 6 SECTION 1.3 Closing 7 SECTION 1.4 Effective Time 7 SECTION 1.5 Articles of Incorporation; Bylaws 7 SECTION 1.6 Directors and Officers 7 ARTICLE II EFFECT O

TXNM Energy Enters Agreement to be Acquired by Blackstone Infrastructure

Exhibit 99.1 For Immediate Release May 19, 2025 TXNM Energy Enters Agreement to be Acquired by Blackstone Infrastructure •Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexico’s transition to clean energy and continued growth in Texas •TXNM Energy, PNM and TNMP to

PNM, TNMP Receive Rate Approvals

For Immediate Release May 15, 2025 PNM, TNMP Receive Rate Approvals (ALBUQUERQUE, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 (May 15, 2025) Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 (May 15, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. T

TXNM Energy Announces Executive Leadership Transition of Pat Collawn to Executive Chair, Don Tarry to CEO

For Immediate Release May 14, 2025 TXNM Energy Announces Executive Leadership Transition of Pat Collawn to Executive Chair, Don Tarry to CEO (ALBUQUERQUE, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2025 (May 13, 2025) Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2025 (May 13, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. T

TXNM Energy Reports First Quarter 2025 Results

Exhibit 99.1 ALBUQUERQUE, N.M. May 9, 2025 TXNM Energy Reports First Quarter 2025 Results •2025 first quarter GAAP earnings of $0.10 per diluted share •2025 first quarter ongoing earnings of $0.19 per diluted share •2025 ongoing earnings guidance range of $2.74 - $2.84 per diluted share affirmed •Long-term earnings per share growth target of 7% to 9% TXNM Energy (In millions, except EPS) Q1 2025 Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2025 (May 9, 2025) Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2025 (May 9, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. TXN

2025 Long-Term Incentive Plan dated

Exhibit 10.6 TXNM ENERGY, INC. 2025 LONG-TERM INCENTIVE PLAN Introduction •The 2025 Long-Term Incentive Plan (the “Plan” or the “2025 Plan”) provides eligible Officers of TXNM Energy, Inc. (the “Company” or “TXNM”) with the opportunity to earn Performance Share Awards (70% of the total opportunity) and time-vested Restricted Stock Rights Awards (30% of the total opportunity). For purposes of the P

hird Amendment, dated April 17, 2025 to TXNM 2024 Long-Term Incentive Plan

Exhibit 10.5 THIRD AMENDMENT TO THE TXNM ENERGY, INC. 2024 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2024 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the “PEP”). Effective as of August 2, 2024, PNM Resources, Inc. was renamed as TXNM Energy, Inc. (the “Company”). The PEP was subsequently renamed to the TXNM Energ

Plan (formerly PNM Resources, Inc.

Exhibit 10.8 SECOND AMENDMENT TO THE PNM RESOURCES, INC. NON-UNION SEVERANCE PAY PLAN Effective January 1, 2002, Public Service Company of New Mexico (“PNM”) adopted the Public Service Company of New Mexico Benefits My Way Plan (the “BMW Plan”), which included a number of component programs including Program 12, Non-Union Severance Pay Program (the “Non-Union Severance Program”). Effective as of N

ourth Amendment, dated April 17, 2025 to TXNM 2023 Long-Term Incentive Plan

Exhibit 10.4 FOURTH AMENDMENT TO THE TXNM ENERGY, INC. 2023 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2023 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan. The Plan has been amended on three prior occasions. Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”) and t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

Plan (formerly PNM Resources, Inc.

Exhibit 10.9 FIRST AMENDMENT TO THE PNM RESOURCES, INC. OFFICER RETENTION PLAN Effective as of July 13, 2003, PNM Resources, Inc. adopted the PNM Resources, Inc. Officer Retention Plan (the “Plan”). The Plan has been amended or restated on a number of occasions and was most recently amended and restated effective October 20, 2020. Effective as of August 2, 2024, PNM Resources, Inc. changed its nam

effective January 1, 2025

Exhibit 10.7 FOURTH AMENDMENT TO THE PNM RESOURCES, INC. EXECUTIVE CHOICE ACCOUNT PLAN Effective as of January 1, 1980, Public Service Company of New Mexico (“PNM”) adopted the Amended and Restated Medical Reimbursement Plan of Public Service Company of New Mexico (the “MERP”). Sponsorship of the MERP was subsequently transferred from PNM to PNM Resources, Inc. (“PNM Resources”) on November 30, 20

XNM 2025 Officer Annual Incentive Plan dated April 17, 2025

Exhibit 10.3 TXNM ENERGY, INC. 2025 OFFICER ANNUAL INCENTIVE PLAN Introduction TXNM Energy, Inc. (the “Company” or “TXNM”) has adopted this 2025 Officer Annual Incentive Plan (the “Plan”) for the purpose of providing annual cash-based incentive awards (each an “Award”) to eligible Officers (as defined below). Capitalized terms that are used, but not defined, in this Plan document shall have the me

Note Purchase Agreement, dated April 23, 2025, between Public Service Company of New Mexico and the purchasers named therein.

PUBLIC SERVICE COMPANY OF NEW MEXICO $300,000,000 $125,000,000 5.75% Senior Unsecured Notes, Series A, due June 1, 2032 $175,000,000 6.13% Senior Unsecured Notes, Series B, due June 1, 2037 NOTE PURCHASE AGREEMENT Dated April 23, 2025 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHASE OF NOTES 1 SECTION 3. CLOSING 2 SECTION 4. CONDITIONS TO CLOS

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2025 (April 23, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

TXNM Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

Description of TXNM Energy, Inc. Securities

Exhibit 4.1 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK The following summary of the material terms of the common stock and preferred stock of TXNM Energy, Inc. (“we” or “our”) does not purport to be complete and is subject to and qualified in its entirety by reference to our articles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of Inco

hird Amendment to Executive Savings Plan II executed

THIRD AMENDMENT TO THE PNM RESOURCES, INC. EXECUTIVE SAVINGS PLAN II Effective as of December 15, 2004, PNM Resources, Inc. adopted the PNM Resources, Inc. Executive Savings Plan II (the “Plan”). The Plan has been amended or restated on a number of occasions, with the most recent restatement being generally effective as of January 1, 2015. The Plan has been amended on two previous occasions. Effec

Filing Fees Table**

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TXNM Energy, Inc.

to TXNM 2024 Officer Annual Incentive Plan

SECOND AMENDMENT TO THE TXNM ENERGY, INC. 2024 OFFICER ANNUAL INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2024 Officer Annual Incentive Plan (the “Plan”). The Plan has been amended on one prior occasion. Effective as of August 2, 2024, PNM Resources, Inc. was changed its name to TXNM Energy, Inc. (the “Company”). By this instrument, the Company desires to amend the Plan as set forth

Statement of Eligibility of U.S. Bank Trust Company, National Association (ultimate successor as trustee to JPMorgan Chase Bank, N.A.), as Trustee for the Debt Securities**

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. Employer Ident

Director Deferred Stock Rights Program

TXNM ENERGY, INC. DIRECTOR DEFERRED RESTRICTED STOCK RIGHTS PROGRAM This TXNM Energy, Inc. Director Deferred Restricted Stock Rights Program (the “Program”) was adopted by the Board of Directors (the “Board”) of PNM Resources, Inc. pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan, as such plan may be amended or restated from time to time. PNM Resources, Inc. changed its name to TXN

ent to TXNM 2023 Performance Equity P

FIRST AMENDMENT TO THE PNM RESOURCES, INC. 2023 PERFORMANCE EQUITY PLAN Effective as of May 9, 2023, PNM Resources, Inc. adopted the PNM Resources, Inc. 2023 Performance Equity Plan (the “Plan”). Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc (the “Company”). By this instrument, the Plan is hereby amended to change the name of the Plan and the sponsoring e

Certain subsidiaries of TXNM

EXHIBIT 21 Subsidiaries of TXNM Energy, Inc. As of December 31, 2024, TXNM Energy, Inc. directly or indirectly owns all of the voting securities of the following subsidiaries: Public Service Company of New Mexico, a New Mexico corporation that does business under the names “Public Service Company of New Mexico” and “PNM”. PNM Energy Transition Bond Company I, LLC, a New Mexico corporation that doe

to TXNM 2023 Long-Term Incentive Plan

THIRD AMENDMENT TO THE TXNM ENERGY, INC. 2023 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2023 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan. The Plan has been amended on two prior occasions. Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”) and the Plan has been

to TXNM 2022 Long-Term Incentive Plan

THIRD AMENDMENT TO THE TXNM ENERGY, INC. 2022 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2022 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan. The Plan has been amended on two prior occasions. Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”) and the Plan has been

irst Amendment to Non-Union Severance

FIRST AMENDMENT TO THE PNM RESOURCES, INC. NON-UNION SEVERANCE PAY PLAN Effective January 1, 2002, Public Service Company of New Mexico (“PNM”) adopted the Public Service Company of New Mexico Benefits My Way Plan (the “BMW Plan”), which included a number of component programs including Program 12, Non-Union Severance Pay Program (the “Non-Union Severance Program”). Effective as of November 27, 20

aster Nuclear Decommissioning Trust Fund Agreement for Palo Verde Nuclear Generating Station bet

PUBLIC SERVICE COMPANY OF NEW MEXICO MASTER NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT FOR PALO VERDE NUCLEAR GENERATING STATION THIS MASTER NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT FOR THE PALO VERDE NUCLEAR GENERATING STATION, is dated as of June 3, 2024 between PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation duly organized and existing under the laws of the State of New Mexico (the “Grantor”), and THE NORTHERN TRUST COMPANY, a corporation duly organized and existing under the laws of the State of Illinois (the “Trustee”).

nsider Trading Policy

TXNM Energy CORPORATE POLICY This policy applies to TXNM Energy and its wholly owned subsidiaries.

to TXNM 2024 Long-Term Incentive Plan

SECOND AMENDMENT TO THE TXNM ENERGY, INC. 2024 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2024 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan. PNM Resources, Inc. was subsequently renamed as TXNM Energy, Inc. (the “Company”) and the PNM Resources, Inc. 2023 Performance Equity Plan was subsequently renamed as the TXNM

As filed with the Securities and Exchange Commission on February 28, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2025 (February 24, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2025 (February 21, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2025 (February 21, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

TXNM Energy reports 2024 earnings, increases investment plan and earnings growth targets

Exhibit 99.1 ALBUQUERQUE, N.M. February 21, 2025 TXNM Energy reports 2024 earnings, increases investment plan and earnings growth targets •2024 GAAP earnings of $2.67 per diluted share, ongoing earnings of $2.74 per diluted share achieves guidance expectation •2025 ongoing earnings guidance range introduced at $2.74 - $2.84 per diluted share reflects strong Texas growth, mid-year implementation of

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.

Exhibit 4.1 TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TWENTY-THIRD SUPPLEMENTAL INDENTURE dated as of February 14, 2025 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing a series of Securities designated 5.19% FIRST MORTGAGE BONDS, DUE APRIL 1, 2031, SERIES 2025A THIS INSTRUMENT GRANTS A

Bond Purchase Agreement, dated February 14, 2025, between Texas-New Mexico Power Company and the purchasers named therein.

Exhibit 10.1 TEXAS-NEW MEXICO POWER COMPANY $140,000,000 $140,000,000 5.19% First Mortgage Bonds, due April 1, 2031, Series 2025A BOND PURCHASE AGREEMENT Dated February 14, 2025 Bond Purchase Agreement 2025 (TNMP) 4917-8410-3953 v10.docx 4459707 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF BONDS 1 SECTION 2. SALE AND PURCHASE OF BONDS 2 SECTION 3. CLOSING 2 SECTION 4. CONDITI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2025 (February 14, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 21, 2025 (January 21, 2025) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

, among Public Service Company of New Mexico, the lender parties thereto and

Exhibit 10.1 $195,000,000 TERM LOAN AGREEMENT among PUBLIC SERVICE COMPANY OF NEW MEXICO, as Borrower, THE LENDERS IDENTIFIED HEREIN, and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH as Administrative Agent DATED AS OF JANUARY 21, 2025 CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH and BOFA SECURITIES, INC. as Joint Lead Arrangers and Joint Bookrunners SECTION 1 DEFINITIONS AND ACCOUNT

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 3, 2024 (December 2, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

s 2024 Long-Term Incentive Plan

FIRST AMENDMENT TO THE PNM RESOURCES, INC. 2024 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2024 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the “PEP”). PNM Resources, Inc. was subsequently renamed as TXNM Energy, Inc. (the “Company”). By this instrument, the Company desires to amend the Plan as set forth below. 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, Stat

s 2023 Long-Term Incentive Plan

SECOND AMENDMENT TO THE PNM RESOURCES, INC. 2023 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2023 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the “PEP”). The Plan has been amended on one prior occasion. PNM Resources, Inc. was subsequently renamed as TXNM Energy, Inc. (the “Company”). By this instrument, the Compan

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2024 (November 1, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

s 2024 Officer Annual Incentive Plan

FIRST AMENDMENT TO THE PNM RESOURCES, INC. 2024 OFFICER ANNUAL INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2024 Officer Annual Incentive Plan (the “Plan”). PNM Resources, Inc. was subsequently renamed as TXNM Energy, Inc. (the “Company”). By this instrument, the Company desires to amend the Plan as set forth below. 1.This First Amendment shall be effective as of the date executed bel

s 2022 Long-Term Incentive Plan

SECOND AMENDMENT TO THE PNM RESOURCES, INC. 2022 LONG-TERM INCENTIVE PLAN PNM Resources, Inc. previously adopted the 2022 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the “PEP”). The Plan has been amended on one prior occasion. PNM Resources, Inc. was subsequently renamed as TXNM Energy, Inc. (the “Company”). By this instrument, the Compan

TXNM Energy Reports Third Quarter 2024 Results 2024 Ongoing Earnings Guidance Narrowed

Exhibit 99.1 ALBUQUERQUE, N.M. November 1, 2024 TXNM Energy Reports Third Quarter 2024 Results 2024 Ongoing Earnings Guidance Narrowed •2024 third quarter GAAP earnings of $1.45 per diluted share •2024 third quarter ongoing earnings of $1.43 per diluted share •Narrowed 2024 ongoing earnings guidance range to $2.70 - $2.75 TXNM Energy (In millions, except EPS) Q3 2024 Q3 2023 YTD 2024 YTD 2023 GAAP

Restricted Stock Rights Award Agreement,

09/04/2024 SIGN-ON EQUITY GRANT RESTRICTED STOCK RIGHTS AWARD AGREEMENT THIS RESTRICTED STOCK RIGHTS AWARD AGREEMENT (the “Agreement”) is entered into by and between TXNM Energy, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 25, 2024 (September 20, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 16, 2024 (August 13, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2024 (August 12, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

Restated Articles of Incorporation of TXNM, as amended to date (incorporated by reference to Exhibit 3.1 to TXNM’s Current Report on Form 8-K filed August 5, 2024)

RESTATED ARTICLES OF INCORPORATION OF TXNM ENERGY, INC. These Restated Articles of Incorporation of TXNM Energy, Inc. (Business ID #: 2070134) are executed in the manner prescribed by the New Mexico Business Corporation Act pursuant to resolutions adopted by the Board of Directors of TXNM Energy, Inc. on March 1, 2024 and March 26, 2024. The Restated Articles of Incorporation correctly set forth w

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 the Company

Exhibit 10.2 AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT August 5, 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Bank of America, N.A. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Citibank, N.A. 390 Greenwich Street New York, New York 10013 MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th

Bylaws of TXNM, with all amendments to and including August 2, 2024 (incorporated by reference to Exhibit 3.2 to TXNM’s Current Report on Form 8-K filed August 5, 2024)

Exhibit 3.2 BYLAWS OF TXNM ENERGY, INC. With all Amendments to and Including August 2, 2024 Doc #5549610 BYLAWS OF TXNM ENERGY, INC. ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings The annual meeting of shareholders shall be held at the time and place set by resolution of the Board of Directors for the election of directors and the transaction of such other business as may properly come bef

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2024 (August 2, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Emplo

TXNM Energy (NYSE: TXNM) Completes Name Change from PNM Resources

Exhibit 99.1 August 5, 2024 TXNM Energy (NYSE: TXNM) Completes Name Change from PNM Resources (ALBUQUERQUE, N.M.) – TXNM Energy, Inc. (NYSE: TXNM) has completed its holding company name change, effective as of 5:00pm ET on August 2, 2024. The common stock continues to be listed on the New York Stock Exchange under the ticker “TXNM”, effective at the start of trading today, August 5, 2024. TXNM Ene

TXNM Energy (NYSE: TXNM) Completes Name Change from PNM Resources

Exhibit 99.1 August 5, 2024 TXNM Energy (NYSE: TXNM) Completes Name Change from PNM Resources (ALBUQUERQUE, N.M.) – TXNM Energy, Inc. (NYSE: TXNM) has completed its holding company name change, effective as of 5:00pm ET on August 2, 2024. The common stock continues to be listed on the New York Stock Exchange under the ticker “TXNM”, effective at the start of trading today, August 5, 2024. TXNM Ene

TXNM Energy, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $300,000,000

Filed Pursuant to Rule 424(b)(3) Registration No. 333-263221 SUPPLEMENT NO. 1 DATED AUGUST 5, 2024 To Prospectus Supplement dated May 6, 2024 (To Prospectus dated March 2, 2022) TXNM Energy, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $300,000,000 This Supplement No. 1(this “Supplement”) amends and supplements the prospectus supplement, dated May 6, 2024 (the “Prospectu

EX-FILING FEE

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) TXNM Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly

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 the Company

Exhibit 10.2 AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT August 5, 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Bank of America, N.A. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Citibank, N.A. 390 Greenwich Street New York, New York 10013 MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th

Restated Articles of Incorporation of TXNM Energy, Inc.

Exhibit 3.1 ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION OF PNM RESOURCES, INC. Pursuant to the provisions of NMSA 1978, Section 53-13-1, PNM Resources, Inc. (business ID number 2070134) adopts the following Articles of Amendment to its Restated Articles of Incorporation (as amended): I. The name of the corporation is PNM Resources, Inc. (the “Corporation”) II. The following amendme

Bylaws of TXNM Energy, Inc., with all amendments to and including August 2, 2024

Exhibit 3.2 BYLAWS OF TXNM ENERGY, INC. With all Amendments to and Including August 2, 2024 Doc #5549610 BYLAWS OF TXNM ENERGY, INC. ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings The annual meeting of shareholders shall be held at the time and place set by resolution of the Board of Directors for the election of directors and the transaction of such other business as may properly come bef

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2024 (August 5, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2024 (July 31, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

PNM Resources Reports Second Quarter 2024 Results 2024 Ongoing Earnings Guidance Affirmed

Exhibit 99.1 ALBUQUERQUE, N.M. July 31, 2024 PNM Resources Reports Second Quarter 2024 Results 2024 Ongoing Earnings Guidance Affirmed •2024 second quarter GAAP earnings of $0.53 per diluted share •2024 second quarter ongoing earnings of $0.60 per diluted share •Affirmed ongoing earnings guidance range of $2.65 - $2.75 •Name change to TXNM Energy, trading under TXNM ticker expected August 5, 2024

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 1, 2024 (July 1, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

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.

TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TWENTY-SECOND SUPPLEMENTAL INDENTURE dated as of July 1, 2024 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing two series of Securities designated 5.65% FIRST MORTGAGE BONDS, DUE JULY 1, 2039, SERIES 2024D and 5.79% FIRST MORTGAGE BONDS, DUE JULY

Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2024 (June 21, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended December 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

Indenture for Junior Subordinated Convertible Notes dated as of June 10, 2024, between TXNM and Computershare Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.1 to TXNM’s Current Report on Form 8-K filed June 10, 2024, File No. 001-32462)

Exhibit 4.1 PNM RESOURCES, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 10, 2024 5.75% Junior Subordinated Convertible Notes due 2054 #98368004v14 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 2 Section 1.02 . References to Interest 17 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designatio

and between PNM Resources, Inc. and Computershare Trust Company, N.A., as

Exhibit 4.2 PNM RESOURCES, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 10, 2024 5.75% Junior Subordinated Notes due 2054 #98430443v8 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 2 Section 1.02 . References to Interest 15 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2024 (June 10, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

PNM Resources Announces Pricing of $500 Million of 5.75% Junior Subordinated Convertible Notes due 2054

Exhibit 99.1 For Immediate Release June 4, 2024 PNM Resources Announces Pricing of $500 Million of 5.75% Junior Subordinated Convertible Notes due 2054 (ALBUQUERQUE, N.M.), June 4, 2024 – PNM Resources (NYSE: PNM) today announced the pricing of $500,000,000 in aggregate principal amount of its 5.75% junior subordinated convertible notes due 2054 (the “convertible notes”) in a private offering to q

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 5, 2024 (June 4, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 4, 2024 (June 4, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 3, 2024 (June 3, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

PNM Resources Announces Offering of Junior Subordinated Convertible Notes due 2054

Exhibit 99.1 For Immediate Release June 3, 2024 PNM Resources Announces Offering of Junior Subordinated Convertible Notes due 2054 (ALBUQUERQUE, N.M.), June 3, 2024 – PNM Resources (NYSE: PNM) today announced that it intends to offer, subject to market and other conditions, $500,000,000 in aggregate principal amount of its junior subordinated convertible notes due 2054 (the “convertible notes”) in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2024 (May 10, 2024) Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2024 (May 10, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

Term Loan Agreement, dated as of May 10, 2024, among Public Service Company of New Mexico, the le

Exhibit 10.1 Deal CUSIP 74454EAS4 Term Loan CUSIP 74454EAT2 $200,000,000 TERM LOAN AGREEMENT among PUBLIC SERVICE COMPANY OF NEW MEXICO, as Borrower, THE LENDERS IDENTIFIED HEREIN, and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent DATED AS OF MAY 10, 2024 U.S. BANK NATIONAL ASSOCIATION and KEYBANK NATIONAL ASSOCIATION as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS SECTIO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2024 (May 6, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. PNM

Calculation of Filing Fee Tables 424(b)(5) (Form Type) PNM Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) PNM Resources, Inc.

Distribution Agreement, dated May 6, 2024, by and among TXNM Energy, Inc. (formerly PNM Resources, 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) (incorporated by reference to Exhibit 10.1 to TXNM’s Current Report on Form 8-K filed May 6, 2024)

Exhibit 10.1 DISTRIBUTION AGREEMENT May 6, 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Bank of America, N.A. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Citibank, N.A. 390 Greenwich Street New York, New York 10013 MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor New York, New York 1

Shares of Common Stock Having an Aggregate Offering Price of up to $100,000,000

Filed Pursuant to Rule 424(b)(5) Registration No. 333-263221 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 2, 2022) PNM Resources, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $100,000,000 This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, having an aggregate offering price of up to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

2024 Long-Term Incentive Plan dated

PNM RESOURCES, INC. 2024 LONG-TERM INCENTIVE PLAN Introduction •The 2024 Long-Term Incentive Plan (the “Plan” or the “2024 Plan”) provides eligible Officers of PNM Resources, Inc. (the “Company” or “PNMR”) with the opportunity to earn Performance Share Awards (70% of the total opportunity) and time-vested Restricted Stock Rights Awards (30% of the total opportunity). For purposes of the Plan, “Off

First Amendment to 2023 Long-Term Incentive Plan

FIRST AMENDMENT TO THE PNM RESOURCES, INC. 2023 LONG-TERM INCENTIVE PLAN The 2023 Long-Term Incentive Plan (the “Plan”) was adopted pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the “PEP”). By this instrument, the Company desires to amend the Plan as set forth below. 1.The fourth, fifth, and sixth bullet points (out of 13 bullet points in the Section) under the “Other Provision

2024 Officer Annual Incentive Plan dated

PNM RESOURCES, INC. 2024 OFFICER ANNUAL INCENTIVE PLAN Introduction PNM Resources, Inc. (the “Company” or “PNMR”) has adopted this 2024 Officer Annual Incentive Plan (the “Plan”) for the purpose of providing annual cash-based incentive awards (each an “Award”) to eligible Officers (as defined below). Capitalized terms that are used, but not defined, in this Plan document shall have the meanings gi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 30, 2024 (April 30, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

PNM Resources Reports First Quarter 2024 Results 2024 Ongoing Earnings Guidance Affirmed

Exhibit 99.1 ALBUQUERQUE, N.M. April 30, 2024 PNM Resources Reports First Quarter 2024 Results 2024 Ongoing Earnings Guidance Affirmed •2024 first quarter GAAP earnings of $0.52 per diluted share •2024 first quarter ongoing earnings of $0.41 per diluted share •Affirmed ongoing earnings guidance range of $2.65 - $2.75 PNM Resources (In millions, except EPS) Q1 2024 Q1 2023 GAAP net earnings attribu

PNM Resources, Inc. 414 Silver Ave. SW Albuquerque, NM 87102-3289 www.pnmresources.com NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

ANNUAL REPORT 2023 My fellow shareholders, Our achievements in 2023 continue to demonstrate our consistent ability to deliver results. We continued to advance the strategy and goals of our standalone business while navigating the approval process for

ANNUAL REPORT 2023 My fellow shareholders, Our achievements in 2023 continue to demonstrate our consistent ability to deliver results.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

PNM Resources, Inc. 414 Silver Ave. SW Albuquerque, NM 87102-3289 www.pnmresources.com NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Seventh Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, among Public Service Company of New Mexico, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent.

Exhibit 10.2 $400,000,000 SEVENTH AMENDMENT TO AND RESTATEMENT OF CREDIT AGREEMENT among PUBLIC SERVICE COMPANY OF NEW MEXICO, as Borrower, THE LENDERS IDENTIFIED HEREIN, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and BANK OF AMERICA, N.A., CITIBANK, N.A., MUFG BANK, LTD., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Syndication Agents DATED AS OF APRIL 1, 2024

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2024 (April 1, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

Credit Agreement, dated as of April 1, 2024, among Texas-New Mexico Power Company, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

Exhibit 10.3 $200,000,000 CREDIT AGREEMENT among TEXAS-NEW MEXICO POWER COMPANY, as the Borrower, THE LENDERS IDENTIFIED HEREIN WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and BANK OF AMERICA, N.A., CITIBANK, N.A., MUFG BANK, LTD., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Syndication Agents DATED AS OF APRIL 1, 2024 WELLS FARGO SECURITIES, LLC, BOFA SECURITIE

Twelfth Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, among PNM Resources, Inc., the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent.

Exhibit 10.1 $300,000,000 TWELFTH AMENDMENT TO AND RESTATEMENT OF CREDIT AGREEMENT among PNM RESOURCES, INC., as Borrower, THE LENDERS IDENTIFIED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and BANK OF AMERICA, N.A., CITIBANK, N.A., MUFG BANK, LTD., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Syndication Agents DATED AS OF APRIL 1, 2024 WELLS FARGO SECURITIE

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.

Exhibit 4.1 TEXAS-NEW MEXICO POWER COMPANY to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TWENTY-FIRST SUPPLEMENTAL INDENTURE dated as of April 1, 2024 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing a series of Securities designated FIRST MORTGAGE BONDS, SERIES 2024C THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILIT

Bond Purchase Agreement, dated March 28, 2024, between Texas-New Mexico Power Company and the purchasers named therein.

Exhibit 10.1 TEXAS-NEW MEXICO POWER COMPANY $285,000,000 $32,000,000 5.26% First Mortgage Bonds, due March 28, 2029, Series 2024A $85,000,000 5.55% First Mortgage Bonds, due March 28, 2036, Series 2024B $40,000,000 5.65% First Mortgage Bonds, due July 1, 2039, Series 2024D $128,000,000 5.79% First Mortgage Bonds, due July 1, 2054, Series 2024E BOND PURCHASE AGREEMENT Dated March 28, 2024 Table of

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.

Exhibit 4.1 TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TWENTIETH SUPPLEMENTAL INDENTURE dated as of March 28, 2024 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing two series of Securities designated 5.26% FIRST MORTGAGE BONDS, DUE MARCH 28, 2029, SERIES 2024A and 5.55% FIRST MORTGAGE BON

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2024 (March 28, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 (March 26, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2024 (February 29, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

Acknowledgement Form with attached Terms and Conditions for restricted stock rights granted to directors on and after

Exhibit 10.59 Acknowledgement Form Dear: Name of Director Pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the ‘Plan’), you have been granted a Restricted Stock Rights Award for shares of stock of PNM Resources, Inc. as outlined below. Employee ID: Granted To: Grant ID: Grant Date: Granted: Grant Price: $0.000000 [1] Vesting Schedule: 1 year cliff By my acceptance below, I hereby

pment Policy (Clawback Policy)

Exhibit 97 PNM RESOURCES, INC. CLAWBACK POLICY The Board of Directors of PNM Resources, Inc. (the “Board”) has determined that it is in the best interests of PNM Resources, Inc. (the “Company”) and its shareholders to adopt a Clawback Policy (the “Policy”). In addition to any amounts that are to be recovered on behalf of the Company by the Securities and Exchange Commission pursuant to Section 304

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of Inco

Certain subsidiaries of PNMR

EXHIBIT 21 Subsidiaries of PNM Resources, Inc. As of December 31, 2023, PNM Resources, Inc. directly or indirectly owns all of the voting securities of the following subsidiaries: Public Service Company of New Mexico, a New Mexico corporation that does business under the names “Public Service Company of New Mexico” and “PNM”. PNM Energy Transition Bond Company I, LLC, a New Mexico corporation that

Employee Retention Agreement, executed December 5, 2023 for Patricia K. Collawn

Exhibit 10.82 EMPLOYEE RETENTION AGREEMENT THIS AGREEMENT is entered into by and between PNMR Services Company (the “Company”) and Patricia K. Collawn (the “Employee”) (each, a “Party” and collectively, the “Parties”) as of December 5, 2023 (the “Effective Date”). RECITALS On October 20, 2020, PNM Resources, Inc. (“PNMR”) entered into the Merger Agreement with Avangrid and NM Green Holdings, Inc.,

Employee Retention Agreement, executed December 5, 2023 for

Exhibit 10.83 EMPLOYEE RETENTION AGREEMENT THIS AGREEMENT is entered into by and between PNMR Services Company (the “Company”) and Patrick V. Apodaca (the “Employee”) (each, a “Party” and collectively, the “Parties”) as of December 5, 2023 (the “Effective Date”). RECITALS On October 20, 2020, PNM Resources, Inc. (“PNMR”) entered into the Merger Agreement with Avangrid and NM Green Holdings, Inc.,

Retention Agreement, executed December

Exhibit 10.81 EMPLOYEE RETENTION AGREEMENT THIS AGREEMENT is entered into by and between PNMR Services Company (the “Company”) and Joseph D. Tarry (the “Employee”) (each, a “Party” and collectively, the “Parties”) as of December 4, 2023 (the “Effective Date”). RECITALS On October 20, 2020, PNM Resources, Inc. (“PNMR”) entered into the Merger Agreement with Avangrid and NM Green Holdings, Inc., pur

PNM / PNM Resources, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: PNM Resources Inc Title of Class of Securities: Common Stock CUSIP Number: 69349H107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

PNM Resources Reports 2023 Results and Introduces 2024 Earnings Guidance Conference call at 11 a.m. Eastern today

Exhibit 99.1 ALBUQUERQUE, N.M. February 6, 2024 PNM Resources Reports 2023 Results and Introduces 2024 Earnings Guidance Conference call at 11 a.m. Eastern today •2023 GAAP earnings of $1.02 per diluted share •2023 ongoing earnings of $2.82 per diluted share •2024 ongoing earnings guidance range of $2.65 - $2.75 per diluted share PNM Resources (In millions, except EPS) 2023 2022 GAAP net earnings

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2024 (February 6, 2024) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 2, 2024 (December 31, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

PNM Resources Announces Avangrid Termination of Merger Agreement, Schedules Financial Update

Exhibit 99.1 For Immediate Release January 2, 2024 PNM Resources Announces Avangrid Termination of Merger Agreement, Schedules Financial Update (ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) announces the termination of its merger agreement with Avangrid. While the PNM Resources Board of Directors approved an extension, it was not accepted by Avangrid and Avangrid terminated the merger. “We are g

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2023 (December 22, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

PNM Resources Announces Sale of Renewable Joint Venture

Exhibit 99.1 For Immediate Release December 26, 2023 PNM Resources Announces Sale of Renewable Joint Venture (ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) has entered into an agreement to sell its 50% ownership interest in its renewable joint venture, New Mexico Renewable Development, LLC (NMRD) to Exus North America Holdings, LLC. PNM Resources and American Electric Power (AEP), which also owns

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2023 (December 1, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 27, 2023 (October 27, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, Stat

PNM Resources Reports Third Quarter 2023 Results Q3 Weather Adjusts Expectations for 2023 Ongoing Earnings

Exhibit 99.1 ALBUQUERQUE, N.M. October 27, 2023 PNM Resources Reports Third Quarter 2023 Results Q3 Weather Adjusts Expectations for 2023 Ongoing Earnings •2023 third quarter GAAP earnings of $0.44 per diluted share •2023 third quarter ongoing earnings of $1.54 per diluted share •2023 ongoing earnings guidance range adjusted to $2.75 - $2.80 PNM Resources (In millions, except EPS) Q3 2023 Q3 2022

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 21, 2023 (September 21, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifi

PNM unanimous settlement agreement for San Juan credits approved

Exhibit 99.1 For Immediate Release September 21, 2023 PNM unanimous settlement agreement for San Juan credits approved (ALBUQUERQUE, N.M.) – Today the New Mexico Public Regulation Commission (NMPRC) approved the unanimous settlement agreement reached by Public Service Company of New Mexico (PNM), a wholly-owned subsidiary of PNM Resources (NYSE: PNM), and parties in the case resolving all remainin

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 18, 2023 (August 18, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

PNM and parties reach unanimous settlement agreement for customer rate credits to resolve remaining steps of San Juan coal plant retirement Rate credits add to existing benefits of coal plant retirement under Energy Transition Act for customers, envi

Exhibit 99.1 For Immediate Release August 18, 2023 PNM and parties reach unanimous settlement agreement for customer rate credits to resolve remaining steps of San Juan coal plant retirement Rate credits add to existing benefits of coal plant retirement under Energy Transition Act for customers, environment, employees and impacted communities (ALBUQUERQUE, N.M.) – Public Service Company of New Mex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

First Amendment to Amended and Restated Term Loan Agreement, dated July 25, 2023, among the lender party thereto and Wells Fargo Bank, National Association, as administrative agent

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) is effective as of July 25, 2023, among PNM RESOURCES, INC., a New Mexico corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Admini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 (August 4, 2023) Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2023 (August 4, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

PNM Resources Reports Second Quarter 2023 Results 2023 Ongoing Earnings Guidance Affirmed

Exhibit 99.1 ALBUQUERQUE, N.M. August 4, 2023 PNM Resources Reports Second Quarter 2023 Results 2023 Ongoing Earnings Guidance Affirmed •2023 second quarter GAAP earnings of $0.53 per diluted share •2023 second quarter ongoing earnings of $0.55 per diluted share •Affirmed ongoing earnings guidance range of $2.65 - $2.75 for 2023 PNM Resources (In millions, except EPS) Q2 2023 Q2 2022 YTD 2023 YTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2023 (July 28, 2023) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2023 (July 28, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

Nineteenth Supplemental Indenture, dated as of July 28, 2023, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee.

Exhibit 4.1 TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee NINETEENTH SUPPLEMENTAL INDENTURE dated as of July 28, 2023 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing a series of Securities designated 5.47% FIRST MORTGAGE BONDS, DUE JULY 28, 2053, SERIES 2023B THIS INSTRUMENT GRANTS A SECURI

nt, dated as of June 30, 2023 by and among PNMR, the lenders party thereto and Wells Fargo

Exhibit 10.1 $500,000,000 TERM LOAN AGREEMENT among PNM RESOURCES, INC., as Borrower, THE LENDERS IDENTIFIED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent DATED AS OF JUNE 30, 2023 WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 5 1.1 Definitions. 5 1.2 Computation of Time Periods and Other Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 3, 2023 (June 30, 2023) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 3, 2023 (June 30, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended December 31, 2022 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

PNM Resources and Avangrid agree to merger extension

Exhibit 99.1 For Immediate Release June 20, 2023 PNM Resources and Avangrid agree to merger extension (ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) and Avangrid have mutually agreed to an amendment and extension of their merger agreement through December 31, 2023. The agreement can be further extended by three months upon mutual agreement from the companies. The companies’ merger agreement was a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2023 (June 19, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

2023, by and among PNM Resources, Inc., Avangrid, Inc., and NM Green Holdings, Inc. (incorporated by reference to Exhibit 2.1 to PNMR's Current Report on Form 8-K filed

Exhibit 2.1 AMENDMENT NO. 3 TO MERGER AGREEMENT This AMENDMENT NO. 3 TO MERGER AGREEMENT, dated as of June 19, 2023 (this “Amendment No. 3”), is by and between Avangrid, Inc., a New York corporation (“Parent”), NM Green Holdings, Inc., a New Mexico corporation and direct subsidiary of Parent (“Merger Sub”), and PNM Resources, Inc., a New Mexico corporation (the “Company” and, together with Parent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 5, 2023 (June 1, 2023) Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 5, 2023 (June 1, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) PNM Resources, Inc.

2023 Performance Equity Plan dated May 16, 2023

Exhibit 4.3 PNM RESOURCES, INC. 2023 PERFORMANCE EQUITY PLAN SECTION 1 ESTABLISHMENT, PURPOSE, EFFECTIVE DATE, DURATION, GLOSSARY 1.1Establishment; Impact on Prior Plans. PNM Resources, Inc., a New Mexico corporation, (the “Company”) hereby establishes the “PNM Resources, Inc. 2023 Performance Equity Plan” (the “Plan”). The Plan will supersede and replace the PNM Resources, Inc. 2014 Performance E

As filed with the Securities and Exchange Commission on May 16, 2023

As filed with the Securities and Exchange Commission on May 16, 2023 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2023 (May 15, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

New Mexico Supreme Court denies motion to dismiss and remand merger appeal, schedules oral argument

Exhibit 99.1 For Immediate Release May 15, 2023 New Mexico Supreme Court denies motion to dismiss and remand merger appeal, schedules oral argument (ALBUQUERQUE, N.M.) – The New Mexico Supreme Court (Court) issued a decision today to deny a joint motion filed by PNM Resources (NYSE: PNM), AVANGRID and the New Mexico Public Regulation Commission (NMPRC) to dismiss the appeal of its merger denial an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2023 (May 9, 2023) Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2023 (May 9, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. PN

2023 Officer Annual Incentive Plan dated April 19, 2023

Exhibit 10.1 PNM RESOURCES, INC. 2023 OFFICER ANNUAL INCENTIVE PLAN Introduction PNM Resources, Inc. (the “Company” or “PNMR”) has adopted this 2023 Officer Annual Incentive Plan (the “Plan”) for the purpose of providing annual cash-based incentive awards (each an “Award”) to eligible Officers (as defined below). Capitalized terms that are used, but not defined, in this Plan document shall have th

PNM Resources Reports First Quarter 2023 Results 2023 Ongoing Earnings Guidance Affirmed

Exhibit 99.1 ALBUQUERQUE, N.M. May 5, 2023 PNM Resources Reports First Quarter 2023 Results 2023 Ongoing Earnings Guidance Affirmed •2023 first quarter GAAP earnings of $0.64 per diluted share •2023 first quarter ongoing earnings of $0.55 per diluted share •Affirmed ongoing earnings guidance range of $2.65 - $2.75 for 2023 PNM Resources (In millions, except EPS) Q1 2023 Q1 2022 GAAP net earnings a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 5, 2023) Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2023 (May 5, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. PNM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

2023 Long-Term Incentive Plan dated April 19, 2023

Exhibit 10.2 PNM RESOURCES, INC. 2023 LONG-TERM INCENTIVE PLAN Introduction •The 2023 Long-Term Incentive Plan (the “Plan”) provides eligible Officers of PNM Resources, Inc. (the “Company” or “PNMR”) with the opportunity to earn Performance Share Awards (70% of the total opportunity) and time-vested Restricted Stock Rights Awards (30% of the total opportunity). For purposes of the Plan, “Officer”

Bond Purchase Agreement, dated April 28, 2023, between Texas-New Mexico Power Company and the purchasers named therein.

EX 10.2 TEXAS-NEW MEXICO POWER COMPANY $185,000,000 $130,000,000 5.01% First Mortgage Bonds, due April 28, 2033, Series 2023A $55,000,000 5.47% First Mortgage Bonds, due July 28, 2053, Series 2023B BOND PURCHASE AGREEMENT Dated April 28, 2023 Bond Purchase Agreement 2023 - TNMP 4869-7492-9495 v12.docx 4408019 Table of Contents SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF BONDS 1 SECTION 2. SAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2023 (April 28, 2023) Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2023 (April 28, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

Note Purchase Agreement, dated April 28, 2023, between Public Service Company of New Mexico and the purchasers named therein.

EX 10.1 PUBLIC SERVICE COMPANY OF NEW MEXICO $200,000,000 $150,000,000 5.51% Senior Unsecured Notes, Series A, due April 28, 2035 $50,000,000 5.92% Senior Unsecured Notes, Series B, due April 28, 2053 NOTE PURCHASE AGREEMENT Dated April 28, 2023 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHASE OF NOTES 1 SECTION 3. CLOSING 2 SECTION 4. CONDITI

Eighteenth Supplemental Indenture, dated as of April 28, 2023, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee.

EX 4.1 TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of April 28, 2023 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing a series of Securities designated 5.01% FIRST MORTGAGE BONDS, DUE APRIL 28, 2033, SERIES 2023A THIS INSTRUMENT GRANTS A SECURITY

Amendment to Merger Agreement, dated as of April 12, 2023, by and among PNM Resources, Inc., Avangrid, Inc., and NM Green Holdings, Inc. (incorporated by reference to Exhibit 2.1 to PNMR's Current Report on Form 8-K filed April 12, 2023)

EX-2.1 2 pnm04122023ex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 2 TO MERGER AGREEMENT This AMENDMENT NO. 2 TO MERGER AGREEMENT, dated as of April 12, 2023 (this “Amendment No. 2”), is by and between Avangrid, Inc., a New York corporation (“Parent”), NM Green Holdings, Inc., a New Mexico corporation and direct subsidiary of Parent (“Merger Sub”), and PNM Resources, Inc., a New Mexico corporation (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 12, 2023 (April 12, 2023) Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 12, 2023 (April 12, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

PNM Resources agrees to merger extension with AVANGRID and schedules Q1 earnings call for May 5

Exhibit 99.1 For Immediate Release April 12, 2023 PNM Resources agrees to merger extension with AVANGRID and schedules Q1 earnings call for May 5 (ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) Board of Directors affirmed its commitment to the merger with Avangrid, Inc. and has agreed to exercise the three-month extension of the merger agreement through July 20, 2023. Avangrid, Inc. has also agree

PNM Resources, Inc. 414 Silver Ave. SW Albuquerque, NM 87102-3289 www.pnmresources.com NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2023 (March 8, 2023) Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2023 (March 8, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

PNM Resources and AVANGRID file joint motion with New Mexico Public Regulation Commission to dismiss merger appeal, resolve through rehearing and reconsideration

Exhibit 99.1 For Immediate Release March 8, 2023 PNM Resources and AVANGRID file joint motion with New Mexico Public Regulation Commission to dismiss merger appeal, resolve through rehearing and reconsideration (ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) and Avangrid, Inc. have filed a joint motion, together with the New Mexico Public Regulation Commission (NMPRC), in the Joint Applicants’ app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2023 (February 27, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2023 (February 27, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification

First Amendment to Employee Retention Agreements, executed January 20, 2022 for Elisabeth A. Eden

FIRST AMENDMENT TO EMPLOYEE RETENTION AGREEMENT PNMR Services Company (the “Company”) and Elisabeth Eden (the “Employee”) entered into an Employee Retention Agreement (the “Agreement”) effective December 1, 2020 in connection with the transaction contemplated by the Agreement and Plan of Merger, dated as of October 20, 2020, by and among Avangrid, Inc.

Certain subsidiaries of PNMR

EXHIBIT 21 Subsidiaries of PNM Resources, Inc. As of December 31, 2022, PNM Resources, Inc. directly or indirectly owns all of the voting securities of the following subsidiaries: Public Service Company of New Mexico, a New Mexico corporation that does business under the names “Public Service Company of New Mexico” and “PNM”. Texas-New Mexico Power Company, a Texas corporation that does business u

Sixth Amendment to Credit Agreement, dated as of January 26, 2023, among PNM, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent

EXECUTION VERSION SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is effective as of January 26, 2023, among PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

Eleventh Amendment to Credit Agreement, dated as of January 26, 2023, among PNMR, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

EX-10.4 2 pnmr12312022ex104.htm EX-10.4 EXECUTION VERSION ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is effective as of January 26, 2023, among PNM RESOURCES, INC., a New Mexico corporation (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of Inco

Employee Retention Agreement, executed November 11, 2020 for Elisabeth A. Eden

Avangrid Retention (3 year) 11/11/2020 EMPLOYEE RETENTION AGREEMENT THIS AGREEMENT is entered into by and between PNMR Services Company (the “Company”) and Elisabeth Eden (the “Employee”) (each, a “Party” and collectively, the “Parties”) as of December 1, 2020 (the “Effective Date”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 (February 24, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 (February 24, 2023) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

PNM Resources Reports 2022 Results 2023 Ongoing Earnings Guidance Narrowed

Exhibit 99.1 ALBUQUERQUE, N.M. February 24, 2023 PNM Resources Reports 2022 Results 2023 Ongoing Earnings Guidance Narrowed •2022 GAAP earnings of $1.97 per diluted share •2022 ongoing earnings of $2.69 per diluted share •2023 ongoing earnings guidance range narrowed to $2.65 - $2.75 PNM Resources (In millions, except EPS) 2022 2021 GAAP net earnings attributable to PNM Resources $169.5 $195.8 GAA

PNM / PNM Resources Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: PNM Resources Inc. Title of Class of Securities: Common Stock CUSIP Number: 69349H107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

Distribution Agreement dated November 10, 2022 among PNMR, BofA Securities, Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as sales agents, and Bank of America, N.A., MUFG Securities EMEA plc and Wells Fargo Bank, N.A., as forward purchasers

Exhibit 10.1 DISTRIBUTION AGREEMENT November 10, 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Bank of America, N.A. One Bryant Park New York, New York 10036 MUFG Securities Americas Inc. 1221 Avenue of the Americas New York, New York 10020 MUFG Securities EMEA plc Ropemaker Place, 25 Ropemaker Street London EC27 9AJ, United Kingdom Wells Fargo Securities, LLC 500 West 33rd S

PNM Resources, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $200,000,000

Filed Pursuant to Rule 424(b)(5) Registration No. 333-263221 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 2, 2022) PNM Resources, Inc. Shares of Common Stock Having an Aggregate Offering Price of up to $200,000,000 This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, having an aggregate offering price of up to

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2022 (November 10, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) PNM Resources, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, Stat

PNM Resources Reports Third Quarter 2022 Results 2022 Ongoing Earnings Guidance Raised

Exhibit 99.1 ALBUQUERQUE, N.M. November 4, 2022 PNM Resources Reports Third Quarter 2022 Results 2022 Ongoing Earnings Guidance Raised ?2022 third quarter GAAP earnings of $1.42 per diluted share ?2022 third quarter ongoing earnings of $1.46 per diluted share ?2022 ongoing earnings guidance range raised to $2.63 - $2.68 ?2023 ongoing earnings guidance range maintained at $2.60 - $2.75 PNM Resource

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2022 (November 4, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identificati

November 1, 2022

November 1, 2022 Via EDGAR Mr. Mark Wojciechowski Staff Accountant Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PNM Resources, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 Response dated October 6, 2022 File No. 001-32462 Dear Mr. Wojciechowski: This

October 6, 2022

October 6, 2022 Via EDGAR Mr. Mark Wojciechowski Staff Accountant Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PNM Resources, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-32462 Dear Mr. Wojciechowski: Please allow this letter to serve as

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2022 (September 2, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identifica

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2022 (August 5, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

August 5, 2022, among Public Service Company of New Mexico, the lender parties t

Exhibit 10.1 TERM LOAN AGREEMENT among PUBLIC SERVICE COMPANY OF NEW MEXICO, as Borrower, THE LENDERS IDENTIFIED HEREIN, ROYAL BANK OF CANADA, as Administrative Agent and COBANK ACB, as Documentation Agent DATED AS OF AUGUST 5, 2022 RBC CAPITAL MARKETS, as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 5 1.1 Definitions. 5 1.2 Computation of Time Per

First Amendment dated July 7, 2022 to PNMR 2022 Officer Annual Incentive Plan

FIRST AMENDMENT TO THE PNM RESOURCES, INC. 2022 OFFICER ANNUAL INCENTIVE PLAN The Company previously adopted the 2022 Officer Annual Incentive Plan (the ?Plan?). By this instrument, the Company desires to amend the Plan as set forth below. 1.This First Amendment shall be effective as of the date executed below. 2.The first paragraph of the Performance Award Pool Section of the Plan is hereby amend

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2022 (August 4, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification N

Second Amendment dated July 7, 2022 to PNMR 2021 Long-Term Incentive Plan

SECOND AMENDMENT TO THE PNM RESOURCES, INC. 2021 LONG-TERM INCENTIVE PLAN The 2021 Long-Term Incentive Plan (the ?Plan?) was adopted pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the ?PEP?). The Plan has been amended on one previous occasion. By this instrument, the Company desires to amend the Plan as set forth below. 1.This Second Amendment shall be effective as of the date e

PNM Resources Reports Second Quarter 2022 Results 2022 and 2023 Ongoing Earnings Guidance Affirmed

Exhibit 99.1 ALBUQUERQUE, N.M. August 4, 2022 PNM Resources Reports Second Quarter 2022 Results 2022 and 2023 Ongoing Earnings Guidance Affirmed ?2022 Second Quarter GAAP earnings of $0.18 per diluted share, including unrealized losses on investment securities ?2022 Second Quarter ongoing earnings of $0.57 per diluted share ?Affirmed ongoing earnings guidance ranges of $2.50 - $2.60 for 2022 and $

Third Amendment dated July 7, 2022 to PNMR 2020 Long-Term Incentive Plan

THIRD AMENDMENT TO THE PNM RESOURCES, INC. 2020 LONG-TERM INCENTIVE PLAN The 2020 Long-Term Incentive Plan (the ?Plan?) was adopted pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the ?PEP?). The Plan has been amended on two previous occasions. By this instrument, the Company desires to amend the Plan as set forth below. 1.This Third Amendment shall be effective as of the date ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Name of Registrant, State of

First Amendment dated July 7, 2022 to PNMR 2022 Long-Term Incentive Plan

FIRST AMENDMENT TO THE PNM RESOURCES, INC. 2022 LONG-TERM INCENTIVE PLAN The 2022 Long-Term Incentive Plan (the ?Plan?) was adopted pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the ?PEP?). By this instrument, the Company desires to amend the Plan as set forth below. 1.This First Amendment shall be effective as of the date executed below. 2.Attachment B to the Plan is hereby am

eventeenth Supplemental Indenture, dated as of July 28, 2022, between Texas-New Mexico Power Company and U.S. Bank Trust Com

Exhibit 4.1 TEXAS-NEW MEXICO POWER COMPANY To U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of July 28, 2022 Supplemental to the First Mortgage Indenture dated as of March 23, 2009 (file no.: 09-0007931211) Establishing a series of Securities designated 3.81% FIRST MORTGAGE BONDS, DUE JULY 28, 2032, SERIES 2022C THIS INSTRUMENT GRANTS A SECUR

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2022 (July 28, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 21, 2022 (July 18, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

PNM / PNM Resources Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) PNM Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69349H107 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receiv

PNM Ordered to Issue Rate Credits in 2022 and 2023 for San Juan Retirement, Contrary to Energy Transition Act, and Files Emergency Motion for Stay

For Immediate Release June 29, 2022 PNM Ordered to Issue Rate Credits in 2022 and 2023 for San Juan Retirement, Contrary to Energy Transition Act, and Files Emergency Motion for Stay (ALBUQUERQUE, N.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 29, 2022 (June 29, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended December 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO

, 2022, among Public Service Company of New Mexico, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

Exhibit 10.3 Published CUSIP Number: 74454EAC9 FIFTH AMENDMENT TO AND RESTATEMENT OF CREDIT AGREEMENT among PUBLIC SERVICE COMPANY OF NEW MEXICO, as Borrower, THE LENDERS IDENTIFIED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent MUFG UNION BANK, N.A., as Syndication Agent AND CITIBANK, N.A. and BANK OF AMERICA, N.A., as Co-Documentation Agents DATED AS OF MAY 20, 2022 WELL

, 2022, among PNM Resources, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

Exhibit 10.2 $300,000,000 TENTH AMENDMENT TO AND RESTATEMENT OF CREDIT AGREEMENT among PNM RESOURCES, INC., as Borrower, THE LENDERS IDENTIFIED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent MUFG UNION BANK, N.A., as Syndication Agent AND CITIBANK, N.A. and BANK OF AMERICA, N.A., as Co-Documentation Agents DATED AS OF MAY 20, 2022 WELLS FARGO SECURITIES, LLC, MUFG UNION BA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2022 (May 20, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P

Amended and Restated Credit Agreement, dated as of May 20, 2022, among Public Service Company of New Mexico, the lenders party thereto, U.S. Bank National Association, as Administrative Agent, and BOKF, NA dba Bank of Albuquerque, as Syndication Agent.

EXECUTION COPY Deal CUSIP 74454EAG0 Revolving Loan CUSIP 74454EAH8 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 20, 2022 AMONG PUBLIC SERVICE COMPANY OF NEW MEXICO, AS BORROWER, THE LENDERS, U.

, 2022, among PNM Resources, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

Exhibit 10.1 $1,000,000,000 AMENDED AND RESTATED TERM LOAN AGREEMENT among PNM RESOURCES, INC., as Borrower, THE LENDERS IDENTIFIED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent DATED AS OF MAY 20, 2022 WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 5 1.1 Definitions. 5 1.2 Computation of Time

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2022 (May 17, 2022) Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. P