FERC Authorizes TXNM Energy Acquisition by Blackstone Infrastructure, Finds Transaction Consistent with Public Interest

PR Newswire

ALBUQUERQUE, N.M., Feb. 20, 2026 /PRNewswire/ -- Today, the Federal Energy Regulatory Commission (FERC) authorized the application for TXNM Energy (NYSE: TXNM) to be acquired by Blackstone Infrastructure.

The order states FERC finds the transaction consistent with the public interest. FERC concludes there is "no evidence that either state or federal regulation will be impaired by the proposed transaction", "no evidence that the proposed transaction will have an adverse effect on rates" and the proposed transaction will not have an adverse effect on horizontal or vertical competition. FERC rejected opposition based on data center ownership by Blackstone Infrastructure and affiliates and private equity ownership of public utilities, and relied on the adequacy of existing and committed state ring-fencing protections in New Mexico and Texas.

The acquisition has received federal regulatory approval from the Federal Communications Commission (FCC), and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired. The Public Utility Commission of Texas (PUCT) approved a settlement for the acquisition earlier this month. TXNM Energy shareholders overwhelmingly approved the merger in August 2025.

The merger also requires federal approval from the Nuclear Regulatory Commission and state approval from the New Mexico Public Regulation Commission (NMPRC).

The order and additional materials pertaining to the application are available at https://www.txnmenergy.com/investors/rates-and-filings/ferc-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.

SOURCE TXNM Energy, Inc.