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Item 1.01 Entry Into a Material Definitive Agreement

As previously disclosed, on October 20, 2020, PNM Resources, Inc., a New Mexicocorporation ("PNMR"), Avangrid, Inc. ("Avangrid"), a New York corporation, andNM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary ofAvangrid ("Merger Sub"), entered into an Agreement and Plan of Merger (asamended by the Amendment to Merger Agreement dated as of January 3, 2022, the"Merger Agreement") pursuant to which Merger Sub will merge with and into PNMR(the "Merger"), with PNMR surviving the Merger as a direct wholly-ownedsubsidiary of Avangrid. The Merger Agreement provides that it may be terminatedif the Effective Time shall not have occurred by April 20, 2023 ("End Date"),provided that PNMR and Avangrid may mutually agree to extend the End Date toJuly 20, 2023 if all conditions to Closing have been satisfied other than theobtaining of all Required Regulatory Approvals.

On April 12, 2023, PNMR, Avangrid and Merger Sub entered into Amendment No. 2 tothe Merger Agreement (the "Second Amendment") pursuant to which PNMR andAvangrid each agreed to extend the "End Date" until July 20, 2023. The partiesacknowledge in the Second Amendment that the required regulatory approval fromthe New Mexico Public Regulation Commission ("NMPRC") has not been obtained andthat the parties have reasonably determined that such outstanding approval willnot be obtained by April 20, 2023.

The foregoing description of the Second Amendment is qualified in its entiretyby reference to the Second Amendment, a copy of which is filed as Exhibit 2.1hereto and incorporated herein by reference.

Item 8.01. Other Events.

On April 12, 2023, PNMR issued a press release announcing the Second Amendment.A copy of the press release is attached hereto as Exhibit 99.1 and incorporatedherein by reference.

Item 9.01. Financial Statements and Exhibits.

Statements made in this Current Report on Form 8-K for PNMR that relate tofuture events or expectations, projections, estimates, intentions, goals,targets, and strategies are made pursuant to the Private Securities LitigationReform Act of 1995. These forward-looking statements generally includestatements regarding the potential transaction between PNMR and Avangrid,including any statements regarding the expected outcome of the Appeal, thetimetable for completing the potential Merger, the ability to complete thepotential Merger, the expected benefits of the potential Merger, and any otherstatements regarding PNMR's and Avangrid's future expectations, beliefs, plans,objectives, results of operations, financial condition and cash flows, or futureevents or performance. Readers are cautioned that all forward-looking statementsare based upon current expectations and estimates and apply only as of the dateof this report. Neither Avangrid nor PNMR assumes any obligation to update thisinformation. Because actual results may differ materially from those expressedor implied by these forward-looking statements, Avangrid and PNMR cautionreaders not to place undue reliance on these statements. Avangrid's and PNMR'sbusiness, financial condition, cash flow, and operating results are influencedby many factors, which are often beyond its control, that can cause actualresults to differ from those expressed or implied by the forward-lookingstatements. For a discussion of risk factors and other important factorsaffecting forward-looking statements, please see PNMR's Form 10-K and Form 10-Qfilings and the information filed on PNMR's

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Forms 8-K with the Securities and Exchange Commission (the "SEC"), which factorsare specifically incorporated by reference herein and the risks anduncertainties related to the proposed Merger with Avangrid, including, but notlimited to: (i) the expected timing and likelihood of completion of the pendingMerger, including the timing, receipt and terms and conditions of any remainingrequired governmental and regulatory approvals of the pending Merger that couldreduce anticipated benefits or cause the parties to abandon the transaction,(ii) the occurrence of any event, change or other circumstances that could giverise to the termination of the Merger Agreement, (iii) the risk that the partiesmay not be able to satisfy the conditions to the proposed Merger in a timelymanner or at all, and (iv) the risk that the proposed transaction could have anadverse effect on the ability of PNMR to retain and hire key personnel andmaintain relationships with its customers and suppliers, and on its operatingresults and businesses generally. Other unpredictable or unknown factors notdiscussed in this communication could also have material adverse effects onforward-looking statements. Readers are cautioned not to place undue reliance onthese forward-looking statements that speak only as of the date hereof.

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PNM RESOURCES INC : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K) - Marketscreener.com