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, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Texas-New Mexico Power Company (A Texas Corporation) 577 N. Garden Ridge Blvd. Lewisville, Texas 75067 Telephone Number - (97 ...

Exhibit 99.1 ALBUQUERQUE, N.M. February 27, 2026 TXNM Energy Reports 2025 Results, Transaction and Regulatory Updates | | 2025 | 2024 | | --- | --- | --- | | GAAP net earnings attributable to | | | | TXNM Energy | $151.4 | $242.2 | | GAAP diluted EPS | $1.48 | $2.67 | | Ongoing net earnings | $238.9 | $247.8 | | Ongoing diluted EPS | $2.33 | $2.74 | TXNM Energy (In millions, except EPS) TXNM Energy (NYSE: TXNM) today reported 2025 earnings results. As previously announced, TXNM Energy does not plan to issue ...

Financial Performance - TXNM Energy reported GAAP net earnings of $151.4 million for 2025, a decrease from $242.2 million in 2024, resulting in a GAAP diluted EPS of $1.48 compared to $2.67 in the previous year [1][9] - Ongoing net earnings for 2025 were $238.9 million, down from $247.8 million in 2024, with ongoing diluted EPS at $2.33, down from $2.74 [1][9] - The decrease in earnings was attributed to shares issued as part of forward sales agreements and other costs related to the planned transaction with Blackstone Infrastructure [11][12] Transaction with Blackstone Infrastructure - TXNM Energy announced an agreement on May 19, 2025, for Blackstone Infrastructure to acquire its outstanding common stock at $61.25 per share [3] - Shareholders approved the transaction on August 28, 2025, and regulatory approvals have been received from the Federal Energy Regulatory Commission and the Public Utility Commission of Texas [4] - The acquisition is expected to close in the second half of 2026, pending additional regulatory approvals [5] Regulatory Updates - Texas New Mexico Power (TNMP) filed a general rate proceeding with the PUCT, requesting recovery of $2.8 billion of rate base and a return on equity of 10.4% [6] - Public Service Company of New Mexico (PNM) filed applications for two economic development projects and a new transmission line, with estimated costs of $165.5 million and $247 million, respectively [7][8] Segment Reporting - In 2025, PNM's GAAP diluted EPS was $0.85, down from $2.12 in 2024, while TNMP's GAAP diluted EPS increased to $1.21 from $1.14 [11] - Corporate and Other segment reported a GAAP loss of $0.58 per share, slightly improved from a loss of $0.59 in 2024 [11] Future Outlook - TXNM Energy's CEO emphasized the importance of the proposed transaction with Blackstone Infrastructure for supporting growth and transitioning to clean energy in New Mexico [2] - PNM initiated its 2026 Integrated Resource Plan process, which will cover a 20-year planning period from 2026 to 2046 [10]

Core Viewpoint - TXNM Energy has received approval from the U.S. Federal Energy Regulatory Commission (FERC) for its acquisition by Blackstone Infrastructure in an $11.5 billion deal, which includes debt [1]. Group 1: Acquisition Details - The acquisition deal is valued at $11.5 billion, which encompasses both equity and debt components [1]. - FERC determined that the transaction would not impair state or federal regulation and would not adversely affect rates [1]. Group 2: Regulatory Approval - The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, allowing the transaction to proceed [1].

Core Viewpoint - The Federal Energy Regulatory Commission (FERC) has authorized the acquisition of TXNM Energy by Blackstone Infrastructure, determining that the transaction aligns with public interest and does not negatively impact competition or rates [1]. Regulatory Approvals - FERC's order indicates no evidence that state or federal regulations will be impaired by the acquisition [1] - The acquisition has received approval from the Federal Communications Commission (FCC) and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired [1] - The Public Utility Commission of Texas (PUCT) approved a settlement for the acquisition earlier this month [1] Shareholder Support - TXNM Energy shareholders overwhelmingly approved the merger in August 2025 [1] Company Background - TXNM Energy, based in Albuquerque, New Mexico, serves over 800,000 homes and businesses in Texas and New Mexico through its regulated utilities, TNMP and PNM [1]

Core Insights - TXNM Energy has a 2.8% dividend yield, but its sustainability is questioned due to negative free cash flow and reliance on debt for dividend payments [1][2] Dividend Profile - TXNM Energy paid $140.3 million in dividends in 2024, with a quarterly payout increase from $0.4075 to $0.4225, marking a 3.7% rise [1] - The company has a 27-year history of uninterrupted dividend payments, with a total growth of 92% in dividends from $0.22 in 2016 to $0.4225 in early 2026, reflecting a compound annual growth rate of approximately 6.8% [1] - The current stock price of $59.39 results in an annualized dividend of $1.63, yielding 2.76%, slightly above the Utilities Select Sector SPDR ETF's yield of 2.75% [1] Cash Flow Issues - TXNM generated $508.2 million in operating cash flow in 2024 but had negative free cash flow of $738.9 million due to $1.25 billion in capital expenditures [1] - The company has consistently reported negative free cash flow from 2019 to 2024, with a free cash flow coverage ratio of only 0.19x for dividends [1] - Capital expenditures have increased significantly, from 122% of operating cash flow in 2019 to 245% in 2024, driven by infrastructure investments [1] Earnings Quality - TXNM reported a net income of $242.7 million in 2024, a 174.6% increase from $88.3 million in 2023, with net margin improving from 4.6% to 12.3% [1] - The payout ratio based on Q4 2025's GAAP EPS of $1.22 exceeds 133%, indicating a troubling reliance on earnings for dividend payments [1] - Interest expenses rose to $228.1 million in 2024, consuming 11.6% of revenue, which competes with dividend payments for available cash [1] Acquisition Context - TXNM is undergoing a $11.5 billion acquisition by Blackstone, pending regulatory approvals, which could impact dividend policies post-acquisition [1][2] - The acquisition has received shareholder and state regulatory approval, but federal approvals are still pending, creating uncertainty for investors [1] Balance Sheet Strength - TXNM's shareholders' equity increased by 28.76% year-over-year to $3.18 billion, with total assets reaching $11.68 billion, up 7.67% [2] - The debt-to-equity ratio stands at approximately 2.66x, which is manageable for regulated utilities given their predictable cash flows [2] Total Return Performance - TXNM shares have appreciated by 22.03% over the past year, with five-year and ten-year returns of 43.19% and 150.11%, respectively, indicating strong capital gains [2] - The price performance reflects optimism about growth prospects in Texas, driven by demographic growth and electricity demand [2] Conclusion - While TXNM has a strong historical dividend payment record, current financial challenges raise concerns about the sustainability of its dividend, particularly given its reliance on external financing and negative free cash flow [2]

Core Viewpoint - The Public Utility Commission of Texas has approved the acquisition of TXNM Energy by Blackstone Infrastructure, confirming that the acquisition is in the public interest [2][4]. Group 1: Acquisition Details - The settlement includes $45 million in rate credits to customers, strong governance and local oversight, dividend restrictions, financial protections, and commitments to Texas communities [2][3]. - TXNM Energy shareholders overwhelmingly approved the merger in August 2025, and the acquisition has received federal regulatory approval from the FCC [4][5]. Group 2: Regulatory Approvals - The merger requires additional federal approval from the FERC and the Nuclear Regulatory Commission, as well as state approval from the New Mexico Public Regulation Commission [5]. - The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, allowing the acquisition process to move forward [4]. Group 3: Company Background - TXNM Energy, based in Albuquerque, New Mexico, delivers energy to over 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM [6].

Company Overview - TXNM Energy has a market capitalization of $6.42 billion, with a revenue of $2.11 billion and a net income of $176.92 million for the trailing twelve months [5] - The company operates a regulated utility business model, providing electricity generation, transmission, and distribution services primarily in New Mexico and Texas [8] - TXNM Energy serves a diversified customer base, including residential, commercial, and industrial users, and leverages a diverse energy mix, including renewables, to ensure reliable service and stable cash flows [9] Recent Developments - Athos Capital disclosed a new position in TXNM Energy, acquiring 142,842 shares valued at $8.08 million, which represents approximately 5.06% of the fund's reportable U.S. equity assets [2][3][6] - As of the latest filing, TXNM Energy shares were priced at $58.92, reflecting a 23% increase over the past year, outperforming the S&P 500, which rose by 16% in the same period [4] Financial Performance - TXNM Energy reported third-quarter GAAP earnings of $1.22 per share, with ongoing earnings of $1.33, supported by approved rate increases in New Mexico and transmission recovery in Texas [11] - The company is investing heavily in grid infrastructure and energy storage, including a $78 million battery project linked to existing solar assets [11] Market Position and Outlook - TXNM Energy is undergoing a pending acquisition by Blackstone Infrastructure at a price of $61.25 per share, which may cap the upside potential for investors [10] - The company is not reaffirming its 2025 guidance while the acquisition transaction is pending, and regulatory approvals could extend into late 2026 [11]

Core Viewpoint - Texas-New Mexico Power Company (TNMP) and Blackstone Infrastructure have reached a unanimous settlement for Blackstone to acquire TXNM Energy, pending approval from the Public Utility Commission of Texas (PUCT) [1][3] Settlement Details - The settlement includes a $45.5 million rate credit to customers over 48 months following the transaction's closing, demonstrating TNMP's commitment to delivering value [6] - The Board of Directors will consist of seven members, including three disinterested directors, ensuring governance aligns with the interests of TNMP and its customers [6] - TNMP will maintain financial protections, including no acquisition-related debt and restrictions on dividend payments [6] - TNMP's headquarters will remain in Texas, and there will be no involuntary workforce reductions or wage cuts for at least three years post-closing [6] - TNMP will not seek recovery of transaction-related costs in customer rates and will continue to operate under PUCT jurisdiction [6] Background Information - TXNM Energy is an energy holding company serving over 800,000 homes and businesses in Texas and New Mexico through its regulated utilities, TNMP and PNM [4]

Core Points - TXNM Energy, Inc. has announced a 3.7% increase in its annual dividend payment, raising it by $0.06 to an indicated annual rate of $1.69 per share [1][2] - The increase reflects the company's ongoing dividend growth strategy, supported by underlying earnings growth and increased capital investment plans [2] - The board declared a quarterly stock dividend of $0.4225 per share, payable on February 13, 2026, to shareholders of record by January 30, 2026 [3] Company Background - TXNM Energy is an energy holding company based in Albuquerque, New Mexico, providing energy to over 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM [3]