Xcel Energy (NASDAQ: XEL) starts $345,000,000 cash tender offer for NSP bonds

Rhea-AI Filing Summary

Xcel Energy Inc. has launched three cash tender offers to purchase for cash up to $345,000,000 aggregate principal amount of certain outstanding first mortgage bonds issued by its wholly owned Minnesota subsidiary, Northern States Power Company. The offers are described in an Offer to Purchase and a related Notice of Guaranteed Delivery, both dated December 15, 2025.

The transactions involve using cash to buy back existing utility first mortgage bonds and will proceed only in accordance with the terms and conditions set out in those offer documents and applicable law.

Insights

Credit and capital structure analyst

Xcel Energy is initiating cash tender offers for up to $345,000,000 of subsidiary first mortgage bonds.

Xcel Energy Inc. is commencing three separate offers to purchase for cash up to $345,000,000 aggregate principal amount of certain outstanding first mortgage bonds issued by Northern States Power Company, its wholly owned Minnesota subsidiary. These are being made under an Offer to Purchase and a related Notice of Guaranteed Delivery dated December 15, 2025.

In a cash tender offer for bonds, investors who hold the targeted securities can choose whether to sell their holdings back, while others may keep their bonds. Here, the company highlights that the offers are subject to the terms and conditions described in the formal offer documents, which govern eligibility, procedures and any required waivers.

The filing clarifies that this disclosure itself does not constitute an offer to purchase or sell securities; participation is governed solely by the Offer to Purchase and related notice in jurisdictions where such offers are permitted. Subsequent company communications or filings may provide details on investor participation and the final principal amount of bonds actually purchased.

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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) December 15, 2025

Xcel Energy Inc.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction

of incorporation)

001-3034		41-0448030
(Commission File Number)		(IRS Employer Identification No.)
414 Nicollet Mall, Minneapolis, Minnesota		55401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (612) 330-5500

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 (see General Instruction A.2. below):

☐ 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 December 15, 2025, Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), issued a press release announcing the commencement of three separate offers (the “Offers”) to purchase for cash up to $345,000,000 aggregate principal amount of certain outstanding first mortgage bonds issued by Northern States Power Company, a Minnesota corporation and a wholly owned subsidiary of Xcel Energy. The Offers are being made pursuant to, and are subject to the satisfaction or waiver of the terms and conditions set forth in, the Offer to Purchase, dated December 15, 2025 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery.

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

The information contained in this Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery and only in such jurisdictions as is permitted under applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.01		Press Release dated December 15, 2025.
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: December 15, 2025

FAQ

What did Xcel Energy Inc. (XEL) disclose in this current report?

Xcel Energy Inc. disclosed that it has commenced three separate cash tender offers (the “Offers”) to purchase up to $345,000,000 aggregate principal amount of certain outstanding first mortgage bonds issued by Northern States Power Company, its wholly owned Minnesota subsidiary.

How large are the tender offers Xcel Energy is commencing?

The Offers cover up to $345,000,000 aggregate principal amount of certain outstanding first mortgage bonds of Northern States Power Company.

Which securities are targeted by Xcel Energy’s cash tender offers?

The Offers target certain outstanding first mortgage bonds issued by Northern States Power Company, a Minnesota corporation and wholly owned subsidiary of Xcel Energy Inc.

Under what documents are Xcel Energy’s tender offers being made?

The Offers are being made pursuant to an Offer to Purchase dated December 15, 2025 and a related Notice of Guaranteed Delivery, which set out the terms and conditions for participation.

Does this Xcel Energy filing itself constitute an offer to buy or sell securities?

No. The disclosure states that this information does not constitute an offer to sell, a solicitation to buy, or an offer to purchase or sell any securities. The Offers are made only pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery and only where permitted by law.

Where can investors find additional details on Xcel Energy’s tender offers?

Additional details are contained in the Offer to Purchase and the related Notice of Guaranteed Delivery dated December 15, 2025. The company also attached a press release as Exhibit 99.01, which is incorporated by reference.