TXNM Energy Inc美股招股说明书(2026-03-03版)

Shares of Common StockHaving an Aggregate Offering Price of up to $125,000,000 This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of ourcommon stock, having an aggregate offering price of up to $125,000,000 through BofA Securities, Inc. (“BofA Securities”), MUFGSecurities Americas Inc. (“MUFG”) and Scotia Capital (USA) Inc. (“Scotiabank”) as our agents under an at-the-market distributionagreement (the “distribution agreement”). We refer to BofA Securities, MUFG, and Scotiabank collectively as the sales agents. Thedistribution agreement provides that, in addition to the issuance and sale of common stock by us through the sales agents acting assales agents or directly to the sales agents acting as principals, we also may enter into forward sale agreements, between us andaffiliates of each of BofA Securities, MUFG, and Scotiabank. We refer to these affiliated entities, when acting in such capacity, asforward purchasers. In connection with each such forward sale agreement, and subject to the terms and conditions of the distributionagreement, the relevant forward purchaser will, at our request, borrow from third parties and, through the relevant sales agent, sell anumber of shares of our common stock equal to the number of shares of our common stock that will underlie such forward saleagreement to hedge its exposure under such forward sale agreement. We refer to the sales agents, when acting as agents for theforward purchasers, as the forward sellers. In no event will the aggregate number of shares of our common stock sold through the salesagents, each as an agent for us, as principal and as a forward seller, under the distribution agreement have an aggregate sales price inexcess of $125,000,000. The offering of common stock pursuant to the distribution agreement will terminate upon the earlier of (1) thesale, under the distribution agreement, of shares of our common stock with an aggregate sales price of $125,000,000, and (2) thetermination of the distribution agreement, pursuant to its terms, by either all of the sales agents or us. We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. In theevent of full physical settlement of each forward sale agreement (by delivery of our common stock) with the relevant forwardpurchaser on one or more dates specified by us on or prior to the maturity date of the relevant forward sale agreement, we expect toreceive aggregate cash proceeds equal to the product of the initial forward sale price under such forward sale agreement and thenumber of shares of our common stock underlying such forward sale agreement, subject to the price adjustment and other provisionsof such forward sale agreement. If, however, we elect to cash settle or net share settle a forward sale agreement, we may not receiveany proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owecash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forwardpurchaser. The shares of our common stock will be offered at market prices prevailing at the time of sale in “at the market offerings,” asdefined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New YorkStock Exchange (the “NYSE”), the existing trading market for shares of our common stock, or sales made to or through a marketmaker or through an electronic communications network or by such other methods, including privately negotiated transactions(including block transactions), as we and any sales agent agree to in writing. We will submit orders to only one sales agent or oneforward seller, as the case may be, relating to the sale of shares of our common stock on any given day. Subject to the terms andconditions of the distribution agreement, the sales agents, forward sellers or forward purchasers have agreed to use their commerciallyreasonable efforts consistent with their respective normal trading and sales practices to sell on our behalf all of the designated shares. The distribution agreement also provides that we may sell shares of our common stock to a sales agent as principal for its ownaccount at a price agreed upon at the time of the sale. If we sell shares of our common stock to a sales agent as principal, then we willenter into a separate terms agreement with that sales agent setting forth the terms of such transaction. We have agreed to pay each sales agent a commission equal to up to 2% of the sales price of all shares of our common stocksold through it as our sales agent under the distribution agreement. In connection with each forward sale agreement, the relevantforward seller will receive, reflected in a reduced initial forward sale price payable by the relevant forward purchaser under its forwardsale agreement, a commissi