0001108426-26-000014
SEC filingTXNM Energy notified holders of its 5.75% Convertible Notes due 2054 that they are convertible into non-convertible notes and common stock during April 1 to June 30, 2026, at 22.5382 shares per $1,000 principal.
The filing discloses an open conversion window for the Company's 5.75% Junior Subordinated Convertible Notes due 2054, triggered by sustained stock price performance above 130% of the conversion price through Q1 2026 end. Holders can elect conversion through June 30, 2026, receiving par value in new non-convertible junior subordinated notes with identical interest rate but stripped conversion and certain redemption features, plus common shares for any premium value determined over a 60-day observation period post-conversion date. The Company highlights reduced liquidity and potential discount trading for these replacement notes relative to cash or full stock settlements in standard convertibles, referencing a recent 7% coupon issuance as a benchmark for less favorable terms. No cash is paid for principal amounts converted. Additionally, the pending merger with a Blackstone affiliate, under a May 2025 agreement, would activate a make-whole provision allowing cash settlement at the $61.25 per share deal price, though subject to regulatory approvals including PUCT, NMPRC, FERC, NRC, and HSR clearance. No recommendation is made to holders on exercising the option.