TXNM Energy Inc., through its indirect wholly-owned subsidiary Texas-New Mexico Power Company (TNMP), has entered into a definitive agreement to issue $70 million in aggregate principal amount of 4.69% First Mortgage Bonds, due December 18, 2031, in a private placement to institutional accredited investors. The bonds will be issued on or before December 18, 2025, with proceeds intended for repayment of short-term debt and general corporate purposes, including capital expenditures. The agreement includes a provision requiring TNMP to offer to prepay the bonds at par plus accrued interest in the event of a change in control, though the proposed transaction between TXNM and Blackstone Infrastructure would not trigger this clause. The bonds will not be registered under the Securities Act and are subject to customary closing conditions.