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TXNM ENERGY INC filed this 10-K on Feb 28, 2025

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TXNM ENERGY INC - 10-K - 20250228 - EXHIBITS

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) - 1.			See Index to Financial Statements under Part II, Item 8.

(a) - 2.			Financial Statement Schedules for the years 2024, 2023, and 2022 are omitted for the reason that they are not required, or the information is otherwise supplied under Part II, Item 8.

(a) - 3.			Exhibits:

The documents listed below are being filed herewith or have been previously filed on behalf of TXNM, PNM or TNMP and are incorporated by reference to the filings set forth below pursuant to Exchange Act Rule 12b-32 and Regulation S-K section 10, paragraph (d).

Exhibit No.

Description of Exhibit

Filed as Exhibit:

Registrant

(s)

File No:

Articles of Incorporation and By-laws

3.1

Restated Articles of Incorporation of TXNM Energy, Inc.

3.1 to TXNM’s Current Report on Form 8-K filed August 6, 2024

1-32462

TXNM

3.2

Restated Articles of Incorporation of PNM, as amended through May 31, 2002

3.1.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002

1-6986
PNM

3.3

Articles of Incorporation of TNMP, as amended through July 7, 2005

3.1.2 to TNMP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005

2-97230
TNMP

3.4

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

3.2 to TXNM’s Current Report on Form 8-K filed August 6, 2024

1-32462

TXNM

3.5

Bylaws of PNM, with all amendments to and including July 1, 2022

3.5 to PNM’s Current Report on Form 8-K filed July 1, 2022

1-6986
PNM

3.6

Bylaws of TNMP with all amendments to and including June 18, 2013

3.6 to TNMP’s Current Report on Form 8-K filed June 20, 2013

2-97230
TNMP

Securities Instruments‡

TXNM

4.1

Description of TXNM Energy, Inc. Securities

Filed herewith

1-32462

TXNM

4.2

Indenture, dated as of March 15, 2005, between TXNM and JPMorgan Chase Bank, N.A., as Trustee

10.2 to TXNM’s Current Report on Form 8-K filed March 31, 2005

1-32462

TXNM

4.3

Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among TXNM , The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 15, 2005 TXNM Indenture)

4.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011

1-32462

TXNM

4.4

I ndenture for TXNM Energy, Inc.’s 5.75% Junior Subordinated Convertible Notes due 2054, dated as of June 10, 2024, by and between TXNM Energy, Inc. and Computershare Trust Company, N.A., as trustee

4.1 to TXNM’s Current Report on Form 8-K filed June 10, 2024

1-32462

TXNM

4.5

Indenture for TXNM Energy, Inc.’s 5.75% Junior Subordinated Notes due 2054, dated as of June 10, 2024, by and between TXNM Energy, Inc. and Computershare Trust Company, N.A., as trustee

4.2 to TXNM’s Current Report on Form 8-K filed June 10, 2024

1-32462

TXNM

PNM

4.6

Description of Public Service Company of New Mexico Securities

4.2 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2019

1-6986
PNM

4.7

Indenture (for Senior Notes), dated as of March 11, 1998, between PNM and The Chase Manhattan Bank, as Trustee

4.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998

1-6986
PNM

D - 1

Table of Contents

4.8

Sixth Supplemental Indenture, dated as of May 1, 2003, supplemental to Indenture dated as of March 11, 1998, between PNM and JPMorgan Chase Bank, as Trustee (PVNGS Maricopa PCRBs, Series 2003A)

4.6.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003

1-6986
PNM

4.9

Eighth Supplemental Indenture, dated as of June 1, 2010, supplemental to Indenture dated as of March 11, 1998, between PNM and The Bank of New York Mellon Trust Company (successor to JPMorgan Chase Bank), as Trustee (SJGS Farmington PCRBs Series 2010A-F)

10.1 to PNM’s Current Report on Form 8-K/A filed July 29, 2010

1-6986
PNM

4.10

Ninth Supplemental Indenture, dated as of June 1, 2010, supplemental to Indenture dated as of March 11, 1998, between PNM and The Bank of New York Mellon Trust Company (successor to JPMorgan Chase Bank), as Trustee (PVNGS Maricopa PCRBs Series 2010A-B)

10.2 to PNM’s Current Report on Form 8-K/A filed July 29, 2010

1-6986
PNM

4.11

Agreement of Resignation, Appointment and Acceptance effective as of May 1, 2011, among PNM, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 11, 1998 PNM Indenture)

4.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011

1-6986
PNM

4.12

Eleventh Supplemental Indenture, dated as of September 1, 2016, supplemental to Indenture dated as of March 11, 1998, between PNM and MUFG Union Bank, N.A. (formerly Union Bank, N.A.) (ultimate successor as trustee to The Chase Manhattan Bank), as Trustee (SJGS and Four Corners Farmington PCRBs Series 2016A-B)

4.1 to PNM’s Current Report on Form 8-K filed September 27, 2016

1-6986
PNM

4.13

Indenture (for Senior Notes), dated as of August 1, 1998, between PNM and The Chase Manhattan Bank, as Trustee

4.1 to PNM’s Registration Statement No. 333-53367

333-53367
PNM

4.14

Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among PNM, The Bank of New York Mellon Trust Company and Union Bank, N.A. (for August 1, 1998 PNM Indenture)

4.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011

1-6986
PNM

4.15

Fifth Supplemental Indenture, dated as of August 11, 2015, supplemental to the Indenture dated as of August 1, 1998, between PNM and MUFG Union Bank, N.A., as Trustee ($250,000,000 of 3.85% Senior Notes due 2025, Series 2015)

4.2 to PNM’s Current Report on Form 8-K filed August 11, 2015

1-6986
PNM

TNMP

4.16

First Mortgage Indenture dated as of March 23, 2009 between TNMP and The Bank of New York Mellon Trust Company, N.A., as Trustee

4.1 to TNMP’s Current Report on Form 8-K filed March 27, 2009

2-97230
TNMP

4.18

Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among TNMP, The Bank of New York Mellon Trust Company, N.A. and Union Bank, N.A. (for March 23, 2009 TNMP Indenture)

4.4 to TNMP’s Quarterly Report Form 10-Q for the quarter ended June 30, 2011

2-97230
TNMP

4.19

Fifth Supplemental Indenture dated as of April 3, 2013 between TNMP and Union Bank, N.A., as Trustee ($93,198,000 of 6.95% First Mortgage Bonds due 2043, Series 2013A)

4.1 to TNMP’s Current Report on Form 8-K filed April 3, 2013

2-97230
TNMP

4.20

Seventh Supplemental Indenture dated as of February 10, 2016 between TNMP and MUFG Union Bank, N.A., as Trustee ($60,000,000 of 3.53% First Mortgage Bonds due 2026, Series 2016A)

4.1 to TNMP’s Current Report on Form 8-K filed February 10, 2016

2-97230
TNMP

4.21

Eighth Supplemental Indenture dated as of August 24, 2017 between TNMP and MUFG Union Bank, N.A., as Trustee ($60,000,000 of 3.22% First Mortgage Bonds due 2028, Series 2017A)

4.1 to TNMP’s Current Report on Form 8-K filed August 24, 2017

2-97230
TNMP

4.22

Ninth Supplemental Indenture dated as of June 28, 2018 between TNMP and MUFG Union Bank, N.A., as Trustee ($60,000,000 of 3.85% First Mortgage Bonds due 2028, Series 2018A)

4.1 to TNMP’s Current Report on Form 8-K filed July 2, 2018

2-97230
TNMP

D - 2

Table of Contents

4.23

Tenth Supplemental Indenture dated as of March 29, 2019 between TNMP and MUFG Union Bank, N.A., as Trustee ($75,000,000 of 3.79% First Mortgage Bonds due 2034, Series 2019B, $75,000,000 of 3.92% First Mortgage Bonds due 2039, Series 2019C, $75,000,000 of 4.06% First Mortgage Bonds due 2044, Series 2019D)

4.1 to TNMP’s Current Report on Form 8-K filed March 29, 2019

2-97230
TNMP

4.24

Eleventh Supplemental Indenture dated as of July 1, 2019 between TNMP and MUFG Union Bank, N.A., as Trustee ($80,000,000 of 3.60% First Mortgage Bonds due 2029, Series 2019A)

4.1 to TNMP’s Current Report on Form 8-K filed July 1, 2019

2-97230
TNMP

4.25

Twelfth Supplemental Indenture, dated as of April 24, 2020, between TNMP and MUFG Union Bank, N.A., as Trustee ($85,000,000 of 2.73% First Mortgage Bonds due 2030, Series 2020A, $25,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020B)

4.1 to TNMP’s Current Report on Form 8-K filed April 24, 2020

2-97230
TNMP

4.26

Thirteenth Supplemental Indenture, dated as of July 15, 2020, between TNMP and MUFG Union Bank, N.A., as Trustee ($25,000,000 of 2.93% First Mortgage Bonds due 2035, Series 2020C, $50,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020D)

4.1 to TNMP’s Current Report on Form 8-K filed July 15, 2020

2-97230
TNMP

4.27

Fourteenth Supplemental Indenture, dated as of August 16, 2021, between TNMP and U.S. Bank National Association, as Trustee ($65,000,000 of 2.44% First Mortgage Bonds due 2035, Series 2021A)

4.1 to TNMP’s Current Report on Form 8-K filed August 16, 2021

2-97230
TNMP

4.28

Fifteenth Supplemental Indenture, dated as of May 12, 2022, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($65,000,000 of 4.13% First Mortgage Bonds due 2052, Series 2022A)

4.1 to TNMP’s Current Report on Form 8-K filed May 16, 2022

2-97230
TNMP

4.29

Sixteenth Supplemental Indenture, dated as of May 13, 2022, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($100,000,000 of First Mortgage Bonds, Series 2022B)

4.3 to TNMP’s Current Report on Form 8-K filed May 16, 2022

2-97230
TNMP

4.30

Seventeenth Supplemental Indenture, dated as of July 28, 2022, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($95,000,000 of 3.81% First Mortgage Bonds due 2032, Series 2022C)

4.1 to TNMP’s Current Report on Form 8-K filed July 28, 2022

2-97230
TNMP

4.31

Eighteenth Supplemental Indenture, dated as of April 28, 2023, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($130,000,000 of 5.01% First Mortgage Bonds due 2033, Series 2023A)

4.1 to TNMP’s Current Report on Form 8-K filed April 28, 2023

2-97230
TNMP

4.32

Nineteenth Supplemental Indenture, dated as of July 28, 2023, between TNMP and U.S. Bank Trust Company, National Association, as trustee ($55,000,000 of 5.47% First Mortgage Bonds due 2053, Series 2023B)

4.1 to TNMP’s Current Report on Form 8-K filed July 28, 2023

2-97230
TNMP

4.33

Twentieth Supplemental Indenture, dated as of March 28, 2024, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee

4.1 to TNMP’s Current Report on Form 8-K filed March 28, 2024

2-97230
TNMP

4.34

Twent y -First Supplemental Indenture, dated as of April 1 , 2024, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee

4.1 to TNMP’s Current Report on Form 8-K filed April 1, 2024

2-97230
TNMP

4.35

Twenty-Second Supplemental Indenture, dated as of July 1, 2024, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee

4.1 to TNMP’s Current Report on Form 8-K filed July 1, 2024

2-97230
TNMP

D - 3

Table of Contents

4.36

T wenty-Third Supplemental Indenture , dated as of February 14, 2025, between Texas-New Mexico Power Com pany and U.S. Bank Tr ust Company, National As sociation, as Trustee

4.1 to TNMP’s Current Report on Form 8-K filed February 14, 2025

2-97230
TNMP

Material Contracts

10.1

D istribution Agreement, dated May 6, 2024, by and among TXNM Ener gy, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Ca pital (USA) Inc., a nd Wells Fargo Securities, LLC (each as sales agent) and Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Roy al Bank of Canada, The Bank of Nov a Scotia and Wells Fargo Bank, N .A. (each as forward purchaser)

10.1 to TXNM’s Current Report on Form 8-K filed May 6, 2024

1-32462

TXNM

10.2

Amendment No. 1 to the Distribution Agreement, dated August 5 , 2024, by and among BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital , Bank of America, N.A., Citibank, N.A., MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia , W ells Fargo Bank, N.A., and TXNM Energy

10.2 to TXNM’s Current Report on Form 8-K filed August 5, 2024

1-32462

TXNM

10.3

Term Loan Agreement, dated as of June 30, 2023 by and among TXNM , the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

10.1 to TXNM’s Current Report on Form 8-K filed July 3, 2023

1-32462

TXNM

10.4

Amended and Restated Term Loan Agreement, dated as of May 20, 2022, among TXNM , the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

10.1 to TXNM’s Current Report on Form 8-K filed May 24, 2022

1-32462

TXNM

10.5

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

10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023

1-32462

TXNM

10.6

T welfth Amendment to and Restatem ent of Credit Agreeme nt, dated April 1, 2024, among TXNM, the lenders party ther eto and Wells Fargo Bank, National Association as Administrative Agent

10.1 to TXNM’s Current Report on Form 8-K filed April 1, 2024

1-32462

TXNM

10.7

S eventh Amendment to and Restatement o f Credit Agreement, dated as of April 1, 2024, among PNM, the len ders party thereto and Wells Fargo Bank, National Association as Administrative Agent

10.2 to PNM’s Current Report on Form 8-K filed April 1, 2024

1-6986
PNM

10.8

T erm Loan Agreem ent, dated as of January 21, 2025, among Public Service Comp any of New Mexico, the lender parties thereto a nd Canadian Imperial Bank of Commerce, New York Branch, as Administrative Agent

10.1 to PNM’s Current Report on Form 8-K filed January 22, 2025

1-6986
PNM

10.9

T erm Loan Agreement, dated as of May 10, 2024, among PNM, the lenders party thereto and U.S. Bank National Association, as Administrative Agent

10.1 to PNM’s Current Report on Form 8-K filed May 10, 2024

1-6986
PNM

10.10

Term Loan Agreement, dated as of August 5, 2022, among PNM, the lender parties thereto and Royal Bank of Canada, as administrative agent

10.1 to PNM’s Current Report on Form 8-K filed August 5, 2022

1-6986
PNM

10.11

Note Purchase Agreement dated July 28, 2017 between PNM and the purchasers named therein (PNM 2018 SUNs, Series A-H)

10.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017

1-6986
PNM

10.12

Note Purchase Agreement dated April 30, 2020 between PNM and the purchasers named therein (PNM 2020 SUNs, Series A-B)

10.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020

1-6986
PNM

10.13

Note Purchase Agreement, dated July 14, 2021, between PNM and the purchasers named therein (PNM 2021 SUNs, Series A-B)

10.1 to PNM’s Current Report on Form 8-K filed July 14, 2021

1-6986
PNM

D - 4

Table of Contents

10.14

Note Purchase Agreement, dated September 23, 2021, between PNM and the purchasers named therein (PNM September 2021 SUNs, Series A-B)

10.1 to PNM’s Current Report on Form 8-K filed September 23, 2021

1-6986
PNM

10.15

Note Purchase Agreement, dated April 28, 2023, between PNM and the purchasers named therein (PNM 2023 SUNs, Series A-B)

10.1 to PNM’s Current Report on Form 8-K filed April 28, 2023

1-6986
PNM

10.16

C redit Agreement , dated as of April 1, 2024 , the lender s party thereto and Wells Fargo Bank, National Association, as Administrative Agent

10.3 to TNMP’s Current Report on Form 8-K filed April 1, 2024

2-97230
TNMP

10.17

Bond Purchase Agreement dated December 17, 2015 between TNMP and the purchasers named therein (for $60,000,000 3.53% First Mortgage Bonds, due 2026, Series 2016A)

10.1 to TNMP’s Current Report on Form 8-K filed December 21, 2015

2-97230
TNMP

10.18

Bond Purchase Agreement dated June 14, 2017 between TNMP and the purchasers named therein (for $60,000,000 3.22% First Mortgage Bonds due 2027, Series 2017A)

10.1 to TNMP’s Current Report on Form 8-K filed June 14, 2017

2-97230
TNMP

10.19

Bond Purchase Agreement dated June 28, 2018 between TNMP and the purchasers named therein ($60,000,000 of 3.85% First Mortgage Bonds due 2028, Series 2018A)

10.1 to TNMP’s Current Report on Form 8-K filed July 2, 2018

2-97230
TNMP

10.20

Bond Purchase Agreement dated February 26, 2019 between TNMP and the purchasers named therein ($80,000,000 of 3.60% First Mortgage Bonds due 2029, Series 2019A; $75,000,000 of 3.79% First Mortgage Bonds due 2034, Series 2019B; $75,000,000 of 3.92% First Mortgage Bonds due 2034, Series 2019C; $75,000,000 of 4.06% First Mortgage Bonds due 2044, Series 2019D)

10.3 to TNMP’s Annual Report on Form 10-K for the year ended December 31, 2018

2-97230
TNMP

10.21

Bond Purchase Agreement dated April 24, 2020, between TNMP and the purchasers named therein ($85,000,000 of 2.73% First Mortgage Bonds due 2030, Series 2020A; $25,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020B; $25,000,000 of 2.93% First Mortgage Bonds due 2035, Series 2020C; $50,000,000 of 3.36% First Mortgage Bonds due 2050, Series 2020D)

10.1 to TNMP’s Current Report on Form 8-K filed April 24, 2020

2-97230
TNMP

10.22

Bond Purchase Agreement dated July 14, 2021, between TNMP and the purchasers named therein ($65,000,000 of 2.44% First Mortgage Bonds, due 2035, Series 2021A)

10.2 to TNMP’s Current Report on Form 8-K filed July 14, 2021

2-97230
TNMP

10.23

Bond Purchase Agreement dated April 27, 2022 between TNMP and the purchasers named therein ($65,000,000 of 4.13% First Mortgage Bonds due 2052, Series 2022A, $95,000,000 of 3.81% First Mortgage Bonds due 2032, Series 2022C)

10.9 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

2-97230
TNMP

10.24

Bond Purchase Agreement, dated April 28, 2023 between TNMP and the purchasers named therein ($130,000,000 of 5.01% First Mortgage Bonds due 2033, Series 2023A, $55,000,000 of 5.47% First Mortgage Bonds due 2053, Series 2023B)

10.2 to TNMP’s Current Report on Form 8-K filed April 28, 2023

2-97230
TNMP

10.25

B ond Purchase Agreement, dated March 28, 2024 , between Texas-New Mexico Power Company and the purchasers named therein ($32,000 ,000 of 5.26% First Mortgage Bonds due 2029, Series 2024A, $85 ,000,000 of 5.55 % First Mortgage Bonds due 20 36 , Series 2024 B , $40 ,000,000 of 5.65 % First Mortgage Bonds due 20 39 , Series 2024 D , $128 ,000,000 of 5.79 % First Mortgage Bonds due 20 54 , Series 2024 E)

10.1 to TNMP’s Current Report on Form 8-K filed March 28, 2024

2-97230
TNMP

D - 5

Table of Contents

10.26

B ond Purchase Agreement, dated February 14, 2025, between Texas-New Mexico Power Company a nd the purchasers named therein ($140,000,000 of 5.19% First Mortgage Bonds due 2031, Series 2025A)

10.1 to TNMP’s Current Report on Form 8-K filed February 14, 2025

2-97230
TNMP

10.27**

2014 Performance Equity Plan dated May 15, 2014

4.3 to TXNM’s Form S-8 Registration Statement filed May 15, 2014

333-195974

TXNM

10.28**

First Amendment to 2014 Performance Equity Plan

99.1 to TXNM’s Current Report on Form 8-K filed December 15, 2015

1-32462

TXNM

10.29**

Second Amendment to 2014 Performance Equity Plan effective January 1, 2017

10.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2016

1-32462

TXNM

10.30**

2023 Performance Equity Plan dated May 16, 2023

4.3 to TXNM’s Form S-8 Registration Statement filed May 16, 2023

333-195974

TXNM

10.31**

F irst Amendm ent to TXNM 2023 Performance Equity P lan effect ive December 18, 2024

Filed herewith

333-195974

TXNM

10.32**

2023 Officer Annual Incentive Plan dated April 19, 2023

10.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023

1-32462

TXNM

10.33**

T XNM 2024 Officer An nual Incentive Plan dated May 1, 2024

10.7 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024

1-32462

TXNM

10.34**

F irst Amendment, dated September 12, 2024, to TXNM 2024 Officer Annual Incentive Plan

10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024

1-32462

TXNM

10.35**

S econd Amendment, da ted December 18, 2024, to TXNM 2024 Officer Annual Incentive Plan

Filed herewith

333-195974

TXNM

10.36**

2019 Long-Term Incentive Plan dated March 28, 2019

10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019

1-32462

TXNM

10.37**

First Amendment to 2019 Long-Term Incentive Plan executed December 28, 2020

10.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

10.38**

Second Amendment dated March 29, 2021 to 2019 Long-Term Incentive Plan

10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021

1-32462

TXNM

10.39**

2020 Long-Term Incentive Plan dated March 30, 2020

10.9 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020

1-32462

TXNM

10.40**

First Amendment to 2020 Long-Term Incentive Plan executed December 28, 2020

10.6 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

10.41**

Second Amendment dated March 29, 2021 to 2020 Long-Term Incentive Plan

10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021

1-32462

TXNM

10.42**

Letter Amendment to 2020 Long-Term Incentive Plan for Charles Eldred, effective December 4, 2020

10.3 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

10.43**

Second Letter Amendment to 2020 Long-Term Incentive Plan for Charles Eldred, effective March 1, 2022

10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

1-32462

TXNM

10.44**

Letter Amendment to 2020 Long-Term Incentive Plan for Patricia Collawn, effective December 4, 2020

10.4 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

D - 6

Table of Contents

10.45**

Second Letter Amendment to 2020 Long-Term Incentive Plan for Patricia Collawn, effective March 1, 2022

10.6 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

1-32462

TXNM

10.46**

Letter Amendment to 2020 Long-Term Incentive Plan for Patrick Apodaca, effective December 4, 2020

10.5 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

10.47**

Second Letter Amendment to 2020 Long-Term Incentive Plan for Patrick Apodaca, effective March 1, 2022

10.7 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

1-32462

TXNM

10.48**

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

10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

1-32462

TXNM

10.49**

2021 Long-Term Incentive Plan dated March 29, 2021

10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021

1-32462

TXNM

10.50**

First Amendment dated April 19, 2022 to 2021 Long-Term Incentive Plan

10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

1-32462

TXNM

10.51**

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

10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

1-32462

TXNM

10.52**

2022 Long-Term Incentive Plan dated April 19, 2022

10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

1-32462

TXNM

10.53**

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

10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

1-32462

TXNM

10.54**

Second Amendment dated September 12, 2024 to TXNM 202 2 Long-Term Incentive Plan

10.4 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024

1-32462

TXNM

10.55**

T hird Amendment, dated December 18, 2024 to TXNM 2022 Long-Term Incentive Plan

Filed herewith

333-195974

TXNM

10.56**

2023 Long-Term Incentive Plan dated April 19, 2023

10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023

1-32462

TXNM

10.57**

First Amendment dated May 1, 2024 to 2023 Long-Term Incentive Plan

10.6 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024

1-32462

TXNM

10.58**

Second Amendment dated September 1 2 , 2024 to TXNM 2023 Long-Term Incentive Plan

10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024

1-32462

TXNM

10.59**

T hird Amendment, dated Decemb er 18, 2024 to TXNM 2023 Long-Term Incentive Plan

Filed herewith

333-195974

TXNM

10.60**

T XNM 2024 Long-Term Incentive Plan dated May 1, 2024

10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024

1-32462

TXNM

10.61**

First Amendment dated September 12, 2024 to TXNM 2024 Long-Term Incentive Plan

10.2 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024

1-32462

TXNM

10.62**

S econd Amendment , dated December 18, 2024 to TXNM 2024 Long-Term Incentive Plan

Filed herewith

333-195974

TXNM

10.63**

TXNM Director Deferred Stock Rights Program effective December 18, 2024

Filed herewith

333-195974

TXNM

D - 7

Table of Contents

10.64**

Acknowledgement Form for officer restricted stock rights and awards granted under the 2014 Performance Equity Plan dated May 15, 2014

10.4.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2014

1-32462

TXNM

10.65**

2021 Director Compensation Summary

10.1 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

10.66**

2022 Director Compensation Summary

10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022

1-32462

TXNM

10.67**

Acknowledgement Form with attached Terms and Conditions for restricted stock rights granted to directors on and after 2018 under the 2014 Performance Equity Plan dated May 15, 2014

10.5 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2017

1-32462

TXNM

10.68**

Acknowledgement Form with attached Terms and Conditions for restricted stock rights granted to directors on and after 2023 under the 2023 Performance Equity Plan dated May 16, 2023

10.59 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2023

1-32462

TXNM

10.69**

Executive Spending Account Plan (amended and restated effective January 1, 2011)

10.4 to TXNM’s Current Report on Form 8-K filed March 1, 2011

1-32462

TXNM

10.70**

First Amendment to Executive Spending Account Plan effective January 1, 2011

10.7 to TXNM’s Current Report on Form 10-K for the year ended December 31, 2016

1-32462

TXNM

10.71**

Second Amendment to Executive Spending Account executed December 13, 2017

10.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2017

1-32462

TXNM

10.72**

Third Amendment to Executive Spending Account effective February 22, 2018

10.3 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018

1-32462

TXNM

10.73**

Executive Savings Plan II (amended and restated effective January 1, 2015)

10.1.2 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2014

1-32462

TXNM

10.74**

First Amendment to Executive Savings Plan II executed April 15, 2016

10.7 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016

1-32462

TXNM

10.75**

Second Amendment to Executive Savings Plan II executed December 28, 2020

10.7 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2020

1-32462

TXNM

10.76**

T hird Amendment to Executive Savings Plan II executed December 18, 2024

Filed herewith

333-195974

TXNM

10.77**

Summary of Officer Paid Time Off Program

10.6 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2016

1-32462

TXNM

10.78**

Non-Union Severance Pay Plan effective December 1, 2021

10.53 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2021

1-32462

TXNM

10.79**

F irst Amendment to Non-Union Severance Pay Plan ef f ective April 17, 2024

Filed herewith

333-195974

TXNM

10.80**

Officer Retention Plan executed October 20, 2020, as amended and restated effective as of October 20, 2020

10.3 to TXNM’s Current Report on Form 8-K filed October 21, 2020

1-32462

TXNM

10.81**

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

10.65 to TXNM’s Annual Report on Form 10-K filed February 28, 2023

1-32462

TXNM

10.82**

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

10.66 to TXNM’s Annual Report on Form 10-K filed February 28, 2023

1-32462

TXNM

D - 8

Table of Contents

10.83**

S ign-on Equity Grant Restricted Stock Rights Awa rd Agre ement , executed September 6, 2024 for Brian G. Iverson

10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024

1-32462

TXNM

10.84**

Officer Life Insurance Plan dated April 28, 2004

10.24.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004

333-32170

TXNM

10.85**

First Amendment to Officer Life Insurance Plan dated December 16, 2004

10.27 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2004

333-32170

TXNM

10.86**

Second Amendment to Officer Life Insurance Plan executed April 5, 2007

10.5 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007

1-32462

TXNM

10.87**

Third Amendment to the Officer Life Insurance Plan effective January 1, 2009

10.10 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2008

1-32462

TXNM

10.88**

Fourth Amendment to the Officer Life Insurance Plan effective January 1, 2009

10.15 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2008

1-32462

TXNM

10.89**

Fifth Amendment to the Officer Life Insurance Plan executed December 16, 2011

10.5 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2011

1-32462

TXNM

10.90**

Officer Financial Counseling Program offered by AYCO, a Goldman Sachs Company, effective January 9, 2020

10.61 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2021

1-32462

TXNM

10.91**

Officers Long Term Disability Coverage Description for Prudential Policy effective January 1, 2012

10.8 to TXNM’s Annual Report on Form 10-K for the year ended December 31, 2016

333-32170

TXNM

10.92**

Form of Amended and Restated Indemnity Agreement for officers and directors approved July 23, 2019

10.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019

1-32462

TXNM

10.93**

Employee Retention Agreement, executed December 4, 2023 for Joseph D. Tarry

10.81 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023

1-32462

TXNM

10.94**

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

10.82 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023

1-32462

TXNM

10.95**

Employee Retention Agreement, executed December 5, 2023 for Patrick V. Apodaca

10.83 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023

1-32462

TXNM

10.96

Supplemental Indenture of Lease dated as of July 19, 1966 between PNM and other participants in the Four Corners Project and the Navajo Indian Tribal Council

4-D to PNM’s Registration Statement No. 2-26116

2-26116
PNM

10.97

Amendment and Supplement No. 1 to Supplemental and Additional Indenture of Lease dated April 25, 1985 between the Navajo Tribe of Indians and Arizona Public Service Company, El Paso Electric Company, Public Service Company of New Mexico, Salt River project Agricultural Improvement and Power District, Southern California Edison Company, and Tucson Electric Power Company (refiled)

10.1.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1995

1-6986
PNM

10.98

Amendment and Supplement No. 2 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March 7, 2011

10.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011

1-6986
PNM

10.99

Amendment and Supplement No. 3 to Supplemental and Additional Indenture of Lease with the Navajo Nation dated March 7, 2011

10.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011

1-6986
PNM

D - 9

Table of Contents

10.100

Arizona Nuclear Power Project Participation Agreement among PNM and Arizona Public Service Company, Salt River Project Agricultural Improvement and Power District, Tucson Gas & Electric Company and El Paso Electric Company, dated August 23, 1973

5-T to PNM’s Registration Statement No. 2-50338

2-50338
PNM

10.101

Amendments No. 1 through No. 6 to Arizona Nuclear Power Project Participation Agreement

10.8.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1991

1-6986
PNM

10.102

Amendment No. 7 effective April 1, 1982, to the Arizona Nuclear Power Project Participation Agreement (refiled)

10.8.2 to PNM’s Annual Report on Form 10-K for year ended December 31, 1991

1-6986
PNM

10.103

Amendment No. 8 effective September 12, 1983, to the Arizona Nuclear Power Project Participation Agreement (refiled)

10.58 to PNM’s Annual Report on Form 10-K for year ended December 31, 1993

1-6986
PNM

10.104

Amendment No. 9 to Arizona Nuclear Power Project Participation Agreement dated as of June 12, 1984 (refiled)

10.8.4 to PNM’s Annual Report of the Registrant on Form 10-K for year ended December 31, 1994

1-6986
PNM

10.105

Amendment No. 10 dated as of November 21, 1985 and Amendment No. 11 dated as of June 13, 1986 and effective January 10, 1987 to Arizona Nuclear Power Project Participation Agreement (refiled)

10.8.5 to PNM’s Annual Report of the Registrant on Form 10-K for year ended December 31, 1995

1-6986
PNM

10.106

Amendment No. 12 to Arizona Nuclear Power Project Participation Agreement dated June 14, 1988, and effective August 5, 1988

19.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1990

1-6986
PNM

10.107

Amendment No. 13 to the Arizona Nuclear Power Project Participation Agreement dated April 4, 1990, and effective June 15, 1991

10.8.10 to PNM’s Annual Report on Form 10-K for the year ended December 31, 1990

1-6986
PNM

10.108

Amendment No. 14 to the Arizona Nuclear Power Project Participation Agreement effective June 20, 2000

10.8.9 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2000

1-6986
PNM

10.109

Amendment No. 15 to the Arizona Nuclear Power Project Participation Agreement dated November 29, 2010 and effective January 13, 2011

10.1 to PNM’s Current Report on Form 8-K filed March 1, 2011

1-6986
PNM

10.110

Amendment No. 16, effective as of April 28, 2014, to the Arizona Nuclear Power Project Participation Agreement

10.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014

1-6986
PNM

10.111

M aster Nuclear Decommissioning Trust Fund Agreement for Palo Verde Nuclear Generating Station bet ween Public Service Com pany of New Mexico and The Northern Trust Company, dated June 4, 2024

Filed herewith

1-6986
PNM

10.112

Stipulation in the matter of PNM’s transition plan Utility Case No. 3137, dated October 10, 2002 as amended by Amendment to Stipulated Agreement dated October 18, 2002

10.86 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2002

1-6986
PNM

10.113

Stipulation dated February 28, 2005 in NMPRC Case No. 04-00315-UT regarding the application of TXNM and TNMP for approval of the TNP acquisition

10.134 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005

1-32462

TXNM/

TNMP

Policies

19.1

I nsider Trading Policy

Filed herewith

1-32462

TXNM

Subsidiaries

Certain subsidiaries of TXNM

Filed herewith

1-32462

TXNM

Auditor Consents

23.1

Consent of KPMG LLP for TXNM Energy, Inc.

Filed herewith

1-32462

TXNM

23.2

Consent of KPMG LLP for Public Service Company of New Mexico

Filed herewith

1-6986
PNM

D - 10

Table of Contents

Officer Certifications

31.1

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

1-32462

TXNM

31.2

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

1-32462

TXNM

31.3

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

1-6986
PNM

31.4

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

1-6986
PNM

31.5

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

2-97230
TNMP

31.6

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

2-97230
TNMP

32.1

Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith

1-32462

TXNM

32.2

Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith

1-6986
PNM

32.3

Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith

2-97230
TNMP

Additional Exhibits

TXNM Compensation Recoupment Policy (Clawback Policy)

97 to TXNM’s Annual Report on Form 10-K filed for the year ended December 31, 2023

1-32462

TXNM

99.1

Agreement for the Sale and Purchase of Wastewater Effluent, dated November 13, 2000, among the City of Tolleson, Arizona Public Service Company and Salt River Project Agricultural Improvement and Power District

99.19 to PNM’s Annual Report on Form 10-K for year ended December 31, 2013

1-6986
PNM

99.2

Municipal Effluent Purchase and Sale Agreement dated April 23, 2010 between Cities of Phoenix, Mesa, Tempe, Scottsdale and Glendale, Arizona municipal corporations; and APS, SRP, acting on behalf of themselves and EPE, SCE, PNM, SCPPA, and Los Angeles Department of Water and Power

10.6 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010

1-6986
PNM

XBRL Exhibits

101.INS

XBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document

Filed herewith

1-32462

TXNM/PNM/

TNMP

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

1-32462

TXNM/PNM/

TNMP

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

1-32462

TXNM/PNM/

TNMP

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

1-32462

TXNM/PNM/

TNMP

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

1-32462

TXNM/PNM/

TNMP

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

1-32462

TXNM/PNM/

TNMP

D - 11

Table of Contents

104

Cover Page Inline XBRL File (included in Exhibits 101)

Filed herewith

1-32462

TXNM/PNM/

TNMP

* One or more additional documents, substantially identical in all material respects to this exhibit, have been entered into, relating to one or more additional sale and leaseback transactions. Although such additional documents may differ in other respects (such as dollar amounts and percentages), there are no material details in which such additional documents differ from this exhibit.

** Designates each management contract or compensatory plan or arrangement required to be identified pursuant to paragraph 3 of Item 15(a) of Form 10-K.

‡ Certain instruments defining the rights of holders of long-term debt of the registrants included in the financial statements of registrants filed herewith have been omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of registrants. The registrants hereby agree to furnish a copy of any such omitted instrument to the SEC upon request.

ITEM 16. FORM 10-K SUMMARY

None.

D - 12

Table of Contents