pnm-20260623

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, 2025

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from ________ to _______

Commission

File Number

Name of Registrant, State of Incorporation,

Address Of Principal Executive Offices and Telephone Numbers

I.R.S. Employer

Identification No.

001-32462

TXNM Energy, Inc.
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
(505) 241-2700

85-0468296

TXNM ENERGY, INC.

RETIREMENT SAVINGS PLAN

(Full title of the plan)

TXNM Energy, Inc.

(Name of issuer)

414 Silver Ave. SW

Albuquerque, New Mexico 87102-3289

(Address of issuer’s principal executive office)

TXNM ENERGY, INC. RETIREMENT SAVINGS PLAN

Table of Contents


			Page
Report of Independent Registered Public Accounting Firm			3
Statements of Net Assets Available for Benefits			5
Statement of Changes in Net Assets Available for Benefits			6
Notes to Financial Statements			7
Schedule I: Schedule H, Line 4(i) - Schedule of Assets (Held At End of Year)			12
Exhibit Index			13
Signature			14

NOTE: The accompanying financial statements have been prepared in part for the purpose of filing with the Department of Labor’s Form 5500. Supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because of the absence of the conditions under which they are required.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator, Audit & Ethics Committee, and Participants of

TXNM Energy, Inc. Retirement Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the TXNM Energy, Inc. Retirement Savings Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Opinion on the Supplemental Information

The supplemental information included in Schedule H, line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Baker Tilly US, LLP

San Jose, California

June 23, 2026

We have served as the Plan’s auditor since 2011.


TXNM Energy, Inc. Retirement Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


	December 31,
	2025		2024

Investments, at fair value:
Registered investment companies	$	412,011,701	$	383,199,101
Collective investment trusts	469,954,179		429,304,449
TXNM Energy, Inc. Common Stock Fund	6,990,503		6,170,532

Total investments at fair value	888,956,383		818,674,082

Receivables:
Employer contributions	639,046		680,412

Notes receivable from participants	7,090,775		7,217,603
Total receivables	7,729,821		7,898,015

Net assets available for benefits	$	896,686,204	$	826,572,097

The accompanying notes are an integral part of these financial statements.


TXNM Energy, Inc. Retirement Savings Plan

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS



	Year Ended
	December 31, 2025

Additions to net assets:
Income:
Interest and dividend income from investments	$	25,351,773
Net appreciation in fair value of investments	99,048,023
Interest income on notes receivable from participants	675,147
Other income	31,716

Total income	125,106,659

Contributions:
Participant contributions	21,270,193
Employer contributions	18,914,280

Total contributions	40,184,473

Total additions	165,291,132

Deductions from net assets:
Benefits paid to participants	94,564,686
Administrative and other expenses	612,339

Total deductions	95,177,025

Net increase in net assets available for benefits	70,114,107



Net assets available for benefits, beginning of year	826,572,097

Net assets available for benefits, end of year	$	896,686,204

The accompanying notes are an integral part of these financial statements.

TXNM Energy, Inc. Retirement Savings Plan

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2025 and 2024

(1) Plan Description

The following description of the TXNM Energy, Inc. Retirement Savings Plan (the “Plan”) is provided for general informational purposes only. More complete information regarding the Plan’s provisions may be found in the Plan document.

General

The Plan is a defined contribution plan sponsored by TXNM Energy, Inc., (the “Company” or “TXNM”) covering all employees of the Company, and adopting affiliates who meet the eligibility requirements as defined by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is administered by the TXNM Benefits Governance Committee (the “Committee”). The TXNM Corporate Investment Committee has the authority regarding investment oversight for the Plan. The Company’s Benefits Department also has responsibility for certain aspects of Plan administration.

On May 18, 2025, the Company, TroyParentCo LLC, a Delaware limited liability company (“Parent”), and Troy Merger Sub Inc., a New Mexico corporation and a direct subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into TXNM (the “Merger”), with TXNM surviving the Merger as a direct wholly-owned subsidiary of Parent. Parent and Merger Sub are affiliates of Blackstone Infrastructure Partners L.P. (“BIP”). The Merger is subject to certain regulatory approvals, including from the New Mexico Public Regulatory Commission. Additional details related to the Merger can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 27, 2026. The Company is currently unable to determine the full extent of the impacts that the Merger will have on the Plan.

Eligibility

Eligible employees of the Company and its participating affiliates may participate in the employee deferral portions of the Plan as of the first payroll period after the employee enrolls. An employee becomes eligible to participate in the Company contributions portion of the Plan as of the first day of the payroll period after the employee completes three months of continuous service with the Company or its participating affiliates.

Eligible employees of the Company and its participating affiliates who do not voluntarily elect to enroll in the employee deferral contributions portion of the Plan will be automatically enrolled in the employee deferral contributions portion of the Plan on the first day of the first payroll period after the employee has received notice of automatic enrollment and has been given a reasonable period in which to make an election. If an employee does not want to be automatically enrolled in the employee deferral contributions portion of the plan, the employee must affirmatively elect not to participate.

Contributions and Vesting

Eligible employees may contribute between 1% and 100% of compensation as defined by the Plan, limited by requirements of the Internal Revenue Code (“IRC”). For 2025, the maximum allowable contribution was $23,500. The Plan also allows participants attaining the age of 50 or older by the end of the calendar year to make catch-up contributions in accordance with Section 414(v) of the IRC. The maximum catch-up contribution for 2025 was $7,500. Participants may also elect to make Roth contributions utilizing after-tax contributions.

If an employee is automatically enrolled in the Plan, the Company and its participating affiliates will automatically withhold 3% of the participant’s compensation each payroll period and contribute that amount on a before-tax basis to the participant’s account in the Plan which will be invested in the Vanguard Target Retirement Fund that is nearest to that participant’s projected year of retirement (based on an estimated retirement age of 65). All participants’ before-tax contributions will be automatically increased by 1% each June until the participant reaches the greater of (1) 100% of available eligible earnings or (2) the maximum amount of before-tax contributions permitted by the IRC unless a participant affirmatively elects to not have the participant’s contributions increased.

TXNM Energy, Inc. Retirement Savings Plan

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2025 and 2024

The Company provides a matching contribution of 75% of the participant’s contributions up to 6% of the participant’s eligible compensation (maximum Company matching contribution of 4.5%). The Company also contributes the following percentages of the participant’s eligible compensation based on the participant’s age:


Under 40 years of age			3%
40 - 44 years of age			5%
45 - 49 years of age			6%
50 - 54 years of age			8%
55 years of age or older			10%

The retirement benefit provided by this Plan is dependent upon the contributions made by the employee, the Company match, the age based contribution described in the above table, and the rate of return on the investments. If an employee does not participate in the matching contributions, a retirement benefit will be derived exclusively from the age based contributions made by the Company and return on investments. Should an employee take full advantage of the matching portions by contributing 6%, a retirement contribution ranging from 13.5% to 20.5%, subject to annual maximums established under the IRC, can be accrued each year along with any investment gain or loss.

Participants are fully vested in their contributions and earnings (losses) thereon. In addition, participants are vested in the Company’s contributions to the participant’s Plan account as soon as they are made.

Benefits

Upon termination of service for any reason, a participant may elect to receive benefits via a distribution in a lump sum, take installment distributions not to exceed a period longer than his or her life expectancy, direct a rollover of the account balance to another qualified plan or individual retirement account or leave the account in the Plan if the balance is $1,000 or greater.

Participant Accounts

Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, the Company’s contributions, and the participant’s share of the Plan’s income and expenses. Allocations are based on participant account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Investment Options

Participants have the opportunity to choose to allocate their contributions among various investment options, including the TXNM Energy, Inc. Common Stock Fund.

Notes Receivable from Participants

Participants may borrow a minimum of $1,000 up to a maximum aggregate amount equal to the lesser of $50,000 or 50% of their participant account balance. Amortization periods may not exceed five years, except for loans for the purchase of a primary residence, which may be repaid over a longer period of time as determined by the Committee. All loans shall be repaid with a substantially level amortization of both principal and interest on a schedule prescribed by the Committee with payments made at least bi-weekly, except for loans that qualify for a grace period as determined by the Committee. Any loan is secured by 50% of the balance in the participant’s account and bears interest at a rate commensurate with the interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances, as determined by the Committee. Outstanding loans at December 31, 2025 have interest rates ranging from 5.75% to 11.0% and maturities through July 2034.

TXNM Energy, Inc. Retirement Savings Plan

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2025 and 2024

Plan Termination

Although it has not expressed any interest to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would continue to be 100% vested in their account balances remaining after the final allocation of expenses and fund profits or losses.

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Income Recognition

Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. Purchases and sales of investments are reflected on a trade-date basis. The net appreciation (depreciation) in fair value of investments includes both realized gains (losses) and unrealized appreciation (depreciation).

Investment Valuation

Investments of the Plan are stated at fair value. See Note 5.

Participants do not have a beneficial ownership in the specific underlying securities in any of the investments (except for the TXNM Energy, Inc. Common Stock Fund), but have an interest therein represented by units valued as of the last business day of the period.

Notes Receivable from Participants

Participant loans are classified as notes receivable from participants and measured at their unpaid principal balance, plus accrued but unpaid interest at the end of the period. Delinquent notes receivable from participants are considered distributions upon the occurrence of an event of default as defined by the loan policy of Plan. No allowance for credit losses has been recorded as of December 31, 2025 or 2024.

Risks and Uncertainties

The Plan invests in various investment securities. Investments are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the financial statements.

Administrative Expenses

The Company and participants share in the administrative expenses of the Plan, except for the administrative costs of the investment funds and loan processing fees that are all paid by the participants.

Payment of Benefits

Benefits are recorded when paid.

TXNM Energy, Inc. Retirement Savings Plan

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2025 and 2024

Subsequent Events

GAAP defines subsequent events as events or transactions that occur after the date of the statement of net assets available for benefits but before financial statements are issued. Based on their nature, magnitude, and timing, certain subsequent events may be required to be reflected at the date of the Statement of Net Assets Available for Benefits and/or required to be disclosed in the notes to the financial statements. The Plan has evaluated subsequent events as required by GAAP.

(3) Tax Status

The Internal Revenue Service (“IRS”) issued a favorable determination letter dated December 26, 2017, which states that the Plan and the related trust as then designed were in accordance with applicable sections of the IRC. Therefore, the Plan’s net investment income is exempt from income taxes. The Plan has been amended since the determination letter was requested. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

GAAP requires the Plan to evaluate tax positions and recognize tax assets (liabilities) for uncertain tax positions that more likely than not would not be sustained upon examination by the IRS. The Plan has no uncertain tax positions taken or expected to be taken as of December 31, 2025 and 2024. The Plan is subject to routine audits by taxing jurisdictions however, there are no examinations currently in progress.

(4) Party-in-Interest

The Plan presently holds shares of the Company’s stock. Participants are allowed to invest their accounts in the TXNM Energy, Inc. Common Stock Fund. In addition, the Plan invests in shares of investment funds managed by an affiliate of Vanguard Fiduciary Trust Company (“VFTC”). VFTC acts as the Trustee for only those investments as defined by the Plan. Transactions in these investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules.

(5) Fair Value Disclosures

GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is based on current market quotes, as available, and is supplemented by modeling techniques and assumptions made by the Plan to the extent quoted market prices are not available.

The Plan determines the fair values of its investments based on the fair value hierarchy established in GAAP, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted prices, included within Level 1 that are observable for the asset or liability, either directly or indirectly. GAAP also provides a practical expedient that allows the net asset value (“NAV”) per share to be used to estimate the fair value of investments in certain entities that do not have readily determinable fair values and are considered to be investment companies. Investments for which fair value is measured using this practical expedient are not required to be categorized within any level in the fair value hierarchy.

The Plan’s Level 1 investments, including the TXNM Energy, Inc. Common Stock Fund and values of registered investment companies are based on quoted market prices. Level 2 investments include collective investment trusts (“CITs”) measured at NAV that have readily determinable fair values at year-end. Level 2 fair values are provided by the Trustee utilizing a pricing service. The pricing provider predominantly uses the market approach using bid side market value based upon a hierarchy of information for specific securities or securities with similar characteristics. Estimated fair values for uncategorized CITs held by the Plan are determined using the NAV per share provided by the Trustee based on applying the practical expedient discussed above. Uncategorized CITs are priced daily, have no known redemption restrictions or notice requirements.

TXNM Energy, Inc. Retirement Savings Plan

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2025 and 2024

Investments measured at fair value consisted of the following types of instruments, classified according to the GAAP fair value hierarchy:


	Total		Level 1		Level 2
December 31, 2025
Investments at fair value:
Registered investment companies	$	412,011,701	$	412,011,701	$	—
Collective investment trusts	276,644,405		—		276,644,405
TXNM Energy, Inc. Common Stock Fund	6,990,503		6,990,503		—
Investments categorized within the fair value hierarchy	$	695,646,609	$	419,002,204	$	276,644,405

Uncategorized investments	193,309,774
Total investments at fair value	$	888,956,383



December 31, 2024
Investments at fair value:
Registered investment companies	$	383,199,101	$	383,199,101	$	—
Collective investment trusts	241,920,269		—		241,920,269
TXNM Energy, Inc. Common Stock Fund	6,170,532		6,170,532		—
Investments categorized within the fair value hierarchy	$	631,289,902	$	389,369,633	$	241,920,269

Uncategorized investments	187,384,180
Total investments at fair value	$	818,674,082

Schedule I

TXNM Energy, Inc. Retirement Savings Plan

EIN 85-0468296, Plan No. 005

SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2025

Identity of Issue

Description of Investment

Cost

Fair Value

Vanguard Wellington Fund

Registered investment company

109,716,721

Vanguard Index Fund

Registered investment company

150,869,901

Vanguard Prime Money Market Fund

Registered investment company

38,835,230

Vanguard Windsor II Fund

Registered investment company

49,621,191

Met West Total Ret Bond P

Registered investment company

56,493,552

Victory Integrity Small/Mid-Cap Value Fund; Y

Registered investment company

5,626,901

PIMCO Inflation Response Multi-Asset Fund; Inst. Class

Registered investment company

848,205

Vanguard Institutional Target Retirement Income

Collective investment trust

23,893,582

Vanguard Institutional Target Retirement 2020

Collective investment trust

11,605,047

Vanguard Institutional Target Retirement 2025

Collective investment trust

42,682,421

Vanguard Institutional Target Retirement 2030

Collective investment trust

20,165,462

Vanguard Institutional Target Retirement 2035

Collective investment trust

53,316,802

Vanguard Institutional Target Retirement 2040

Collective investment trust

18,562,789

Vanguard Institutional Target Retirement 2045

Collective investment trust

56,684,210

Vanguard Institutional Target Retirement 2050

Collective investment trust

20,465,469

Vanguard Institutional Target Retirement 2055

Collective investment trust

14,778,077

Vanguard Institutional Target Retirement 2060

Collective investment trust

10,198,422

Vanguard Institutional Target Retirement 2065

Collective investment trust

3,637,149

Vanguard Institutional Target Retirement 2070

Collective investment trust

654,975

Allspring Discovery Small/Mid-Cap Growth CIT; Class E1

Collective investment trust

11,392,299

JPMCB Large Cap Growth Fund; CF-2 Class

Collective investment trust

82,625,315

Acadian All Country World ex US Equity

Collective investment trust

60,665,284

Vanguard Retirement Savings Trust III

Collective investment trust

38,626,876

TXNM Energy, Inc. Common Stock Fund

Company stock

6,990,503

Total

888,956,383

Notes receivable from participants

5.75% - 11.0%, maturing through July 2034

7,090,775

896,047,158

Represents a party-in-interest.

Participant-directed investment, cost not required.

EXHIBIT INDEX

Exhibit Number:



			23.1			Consent of Baker Tilly US, LLP.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this annual report to be signed by the undersigned hereunto duly authorized.


		TXNM Energy, Inc.
		Retirement Savings Plan
		(Name of Plan)


Date: June 23, 2026	By:	/s/ Rebecca Teague
		Rebecca Teague
		TXNM Energy, Inc.
		Vice President, Human Resources

SEC Form 11-K filed by TXNM Energy Inc.