Parties in Texas Reach Unanimous Settlement for Approval of Blackstone Infrastructure Acquisition of TXNM Energy

ALBUQUERQUE, N.M., Dec. 15, 2025 /PRNewswire/ -- Texas-New Mexico Power Company (TNMP), the Texas utility subsidiary of TXNM Energy (NYSE: TXNM), together with Blackstone Infrastructure have reached a unanimous settlement with parties in its filed application with the Public Utility Commission of Texas (PUCT) for Blackstone Infrastructure to acquire the outstanding common stock of TXNM Energy. The settlement is subject to approval by the PUCT.

Terms of the settlement include:

• Direct Financial Benefit to Customers: As part of the acquisition, TNMP will provide a $45.5 million rate credit to customers, distributed over 48 months following the transaction's closing. This commitment underscores TNMP's dedication to delivering measurable value to the communities it serves.
• Strong Governance and Local Oversight: TNMP will maintain a seven-member Board of Directors, including three disinterested directors and TNMP's President and CEO. The Board will have authority over key decisions such as dividend policy, capital expenditures, and officer appointments, ensuring decisions are made in the best interest of TNMP and its customers.
• Dividend payments will be subject to strict credit rating and financial health requirements, and director compensation will remain independent of the performance and goals of any entity other than TNMP.
• Financial Protections and Ring-Fencing: TNMP will maintain robust financial safeguards, including no acquisition-related debt, restrictions on dividend payments and restrictions on intercompany financial arrangements.
• Local Control and Workforce Protections: TNMP's headquarters will remain in Texas within its service territory, and day-to-day operations will continue under TNMP's management team. For at least three years post-closing, TNMP will not implement involuntary workforce reductions or reduce wages or benefits, except for cause or performance, and will honor existing labor agreements.
• Customer and Regulatory Protections: TNMP will not seek recovery of transaction-related goodwill or acquisition costs in customer rates. Additionally, TNMP will continue to operate under the jurisdiction of the PUCT and comply with all affiliate standards and codes of conduct.
• Commitment to Texas Communities: TNMP will maintain its current five-year capital spending plan through 2029, ensuring continued investment in infrastructure and reliability for Texas customers.

Parties to the settlement include Staff of the Public Utility Commission of Texas, Texas Industrial Energy Consumers, Office of Public Utility Counsel, Cities served by TNMP, Walmart Inc. and Texas Energy Association for Marketers. Valero Refining-Texas L.P. does not oppose the settlement.

The settlement is subject to approval by the PUCT. The PUCT hearings scheduled to begin on December 15, 2025, have been canceled. The filing and additional materials pertaining to the application are available at www.txnmenergy.com/investors/rates-and-filings/tnmp-puct-filings.aspx.

Background:

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

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this press release that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding the potential transaction between TXNM Energy and Blackstone Infrastructure, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding TXNM Energy's and Blackstone Infrastructure's future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. Neither Blackstone Infrastructure nor TXNM Energy assumes any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM Energy caution readers not to place undue reliance on these statements. TXNM Energy's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see TXNM Energy's Form 10-K and Form 10-Q filings and the information filed on TXNM Energy's Forms 8-K with the Securities and Exchange Commission (the "SEC"), which factors are specifically incorporated by reference herein and the risks and uncertainties related to the proposed transaction with Blackstone Infrastructure, including, but not limited to: the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement, including in circumstances requiring the Company to pay a termination fee, the possibility that TXNM Energy's shareholders may not approve the transaction agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, the outcome of legal proceedings that may be instituted against TXNM Energy, its directors and others related to the proposed transaction, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TXNM Energy to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, the amount of costs, fees, charges or expenses resulting from the proposed transaction, and the risk that the price of TXNM Energy's common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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SOURCE TXNM Energy, Inc.