Xcel Energy plans $2B convertible note offering

Q: How much is XEL's proposed convertible note offering?

Xcel Energy intends to offer $2 billion in aggregate principal amount of notes and expects to grant the initial purchasers an option to buy up to an additional $300 million. The option period runs for 13 days beginning on and including the date the notes are first issued.

Proceeds are intended for short-term debt repayment, including commercial paper and part of a 364-day delayed draw term loan, plus general corporate purposes.

Available on EDGAR 11/02/2026 - 07:18 AM EST Accepted by SEC EDGAR 11/02/2026 - 07:17 AM EST

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Form Type

8-K

Rhea-AI Filing Summary

Xcel Energy Inc. (XEL) intends to offer $2 billion in aggregate principal amount of convertible senior notes due 2027 in a private placement, subject to market and other conditions. The company expects to grant the initial purchasers an option to buy up to an additional $300 million, for settlement within a 13-day period beginning on and including the date the notes are first issued.

Xcel Energy intends to use the proceeds to repay short-term borrowings, including portions of its commercial paper borrowings and borrowings under its 364-day delayed draw term loan agreement, and for other general corporate purposes. The notes will be senior unsecured obligations, with interest payable semiannually in arrears. Holders may convert them upon satisfaction of certain conditions and during certain periods; Xcel Energy will pay cash up to the principal amount converted and may settle any excess conversion obligation in cash, common shares, or a combination. Final terms, including the initial conversion price and interest rate, will be determined at pricing.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Proposed aggregate principal amount: $2 billion Additional purchaser option: Up to $300 million Option settlement period: 13 days +2 more

5 metrics

Proposed aggregate principal amount $2 billion Convertible senior notes due 2027

Additional purchaser option Up to $300 million Aggregate principal amount of additional notes

Option settlement period 13 days Beginning on and including the date the notes are first issued

Note maturity 2027 Convertible senior notes due 2027

Term loan agreement term 364 days Agreement referenced among short-term borrowings

Key Terms

convertible senior notes, senior unsecured obligations, qualified institutional buyers, delayed draw term loan agreement

4 terms

convertible senior notes financial

"convertible senior notes due 2027"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

senior unsecured obligations financial

"senior unsecured obligations of Xcel Energy"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

qualified institutional buyers financial

"reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

delayed draw term loan agreement financial

"364-day delayed draw term loan agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is XEL's proposed convertible note offering?

Xcel Energy intends to offer $2 billion in aggregate principal amount of notes and expects to grant the initial purchasers an option to buy up to an additional $300 million. The option period runs for 13 days beginning on and including the date the notes are first issued.

How does XEL plan to use the proceeds?

Xcel Energy intends to use the net proceeds to repay short-term borrowings, including a portion of its outstanding commercial paper borrowings and a portion of borrowings under its 364-day delayed draw term loan agreement, and for other general corporate purposes.

How will XEL settle conversions of the notes?

Xcel Energy will pay cash up to the aggregate principal amount of the notes being converted. For any excess conversion obligation, it may pay or deliver cash, common shares, or a combination, at its election.

When will XEL set the convertible notes' interest rate and conversion price?

The final terms, including the initial conversion price and interest rate, will be determined at the time of pricing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 2, 2026

Xcel Energy Inc.

(Exact name of registrant as specified in its charter)

Minnesota

001-3034

41-0448030

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

414 Nicollet Mall

Minneapolis, Minnesota

55401

(Address of principal executive offices)

(Zip Code)

(612) 330-5500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $2.50 par value per share	XEL	Nasdaq Stock Market LLC
6.25% Junior Subordinated Notes due 2085	XELLL	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On November 2, 2026, Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), issued a press release announcing a proposed offering of $2,000,000,000 in aggregate principal amount of convertible senior notes due 2027 (the “convertible notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, Xcel Energy expects to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date the convertible notes are first issued, up to an additional $300,000,000 aggregate principal amount of the convertible notes.

A copy of the press release is attached hereto as Exhibit 99.01 and the information set forth therein is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description

99.01		Press Release dated November 2, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Xcel Energy Inc. (a Minnesota corporation)

By:		/s/ Todd A. Wehner
		Name: Todd A. Wehner
		Title: Vice President, Treasurer

Date: November 2, 2026

Exhibit 99.01

Xcel Energy Announces Proposed Offering of

Convertible Senior Notes due 2027

MINNEAPOLIS—(BUSINESS WIRE)—Xcel Energy Inc. (NASDAQ: XEL) (“Xcel Energy”) today announced that it intends to offer, subject to market and other conditions, $2,000,000,000 aggregate principal amount of convertible senior notes due 2027 (the “convertible notes”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”). Xcel Energy also intends to grant the initial purchasers of the convertible notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the convertible notes are first issued, up to an additional $300,000,000 aggregate principal amount of the convertible notes.

Xcel Energy intends to use the net proceeds from the offering of the convertible notes to repay short-term borrowings, including a portion of its outstanding commercial paper borrowings and a portion of borrowings under its 364-day delayed draw term loan agreement, and for other general corporate purposes.

Final terms of the convertible notes, including the initial conversion price, interest rate and certain other terms of the convertible notes, will be determined at the time of pricing. The convertible notes will be senior unsecured obligations of Xcel Energy and will be convertible at the option of the holders of such convertible notes upon satisfaction of certain conditions and during certain periods. Interest will be payable semiannually in arrears. Xcel Energy will settle conversions of the convertible notes by paying cash up to the aggregate principal amount of the convertible notes to be converted and paying or delivering, as the case may be, cash, shares of its common stock, $2.50 par value per share, or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the convertible notes being converted.

The offering is being made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any offers of the convertible notes will be made only by means of a private offering memorandum. None of the convertible notes or any shares of the common stock issuable upon conversion of the convertible notes have been or are expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Xcel Energy

Xcel Energy (NASDAQ: XEL) is a leading energy provider, dedicated to serving millions of customers with excellence. We make energy work better for customers, helping them thrive every day. That means always raising the bar — delivering better service and providing more reliable, resilient and sustainable energy.

We are committed to leading the clean energy transition, meeting our customers’ need for more, cleaner power, while keeping bills as low as possible. Because the people we serve depend on us to power their lives.

Headquartered in Minneapolis, we work every day to generate and distribute electricity and gas to customers across eight states: Minnesota, Colorado, Wisconsin, Michigan, North Dakota, South Dakota, New Mexico and Texas.

This press release contains forward-looking statements regarding, among other things, Xcel Energy’s expectations regarding the planned offer and sale of the convertible notes and the contemplated use of proceeds therefrom. Xcel Energy cannot be sure that it will complete the offering or, if it does, on what terms it will complete the offering. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption “Item 1A. Risk Factors” in Xcel Energy’s Annual Report on Form 10-K for the year ended December 31, 2025 and in Xcel Energy’s other filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of release, and Xcel Energy is under no obligation to, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.01 EX-99.01 6.7 KB