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TXNM ENERGY INC filed this S-3ASR on Feb 28, 2025

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TXNM ENERGY INC - S-3ASR - 20250228 - EXHIBITS

Item 16. Exhibits and Financial Statement Schedules.

The following exhibits are included herein or incorporated herein by reference:


Exhibit Number						Exhibit Description
1.1						Form of Underwriting Agreement*

4.1						Indenture dated as of March 15, 2005, between TXNM and U.S. Bank Trust Company, National Association (ultimate successor as trustee to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference from Exhibit 10.2 to TXNM’s Current Report on Form 8-K filed March 31, 2005, File No. 001-32462)

4.2						Supplemental Indenture No. 1, dated as of March 30, 2005, between TXNM and U.S. Bank Trust Company, National Association (ultimate successor as trustee to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference from Exhibit 10.3 to TXNM’s Current Report on Form 8-K filed March 31, 2005, File No. 001-32462)

4.3						Supplemental Indenture No. 2, dated as of May 16, 2008 between TXNM and U.S. Bank Trust Company, National Association (ultimate successor as trustee to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference from Exhibit 4.3 to TXNM’s Current Report on Form 8-K filed May 21, 2008, File No. 001-32462)

4.4						Supplemental Indenture No. 3, dated as of March 9, 2018, between TXNM and U.S. Bank Trust Company, National Association (ultimate successor as trustee to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference from Exhibit 4.2 to TXNM’s Current Report on Form 8-K filed March 9, 2018, File No. 001-32462)

4.5						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)

4.6						Indenture for Junior Subordinated Notes dated as of June 10, 2024, between TXNM and Computershare Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.2 to TXNM’s Current Report on Form 8-K filed June 10, 2024, File No. 001-32462)

4.7						Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, among TXNM, The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.) and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.) (incorporated by reference from Exhibit 4.1 to TXNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 001-32462)

4.8						Form of Debt Security (included in Exhibit 4.1)

4.9						Form of Statement of Resolutions for Preferred Stock*

4.10						Form of Certificate for Preferred Stock*

4.11						Form of Warrant Agreement (including Form of Warrant Certificates)*

4.12						Form of Securities Purchase Contract*

4.13						Form of Unit Agreement (including Form of Unit Certificates)*

II-2

Table of Contents



5.1						Opinion of Leonard D. Sanchez, Esq.**

5.2						Opinion of Troutman Pepper Locke LLP**

23.1						Consent of KPMG LLP, Independent Registered Public Accounting Firm**

23.2						Consent of Leonard D. Sanchez, Esq. (included in Exhibit 5.1 to this Registration Statement)

23.3						Consent of Troutman Pepper Locke LLP (included in Exhibit 5.2 to this Registration Statement)

24.1						Powers of Attorney (included on pages II-6 and II-7 of this Registration Statement)

25.1						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**

107						Filing Fees Table**

* To be filed subsequently on Form 8-K or by a post-effective amendment at the time information as to the securities being registered is included in a prospectus supplement in accordance with Rule 430B

** Filed herewith