Xcel Energy (XEL) sells $800M 5.75% junior subordinated notes due 2056

Rhea-AI Filing Summary

Xcel Energy Inc. disclosed that it issued $800,000,000 in aggregate principal amount of 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series due 2056. The notes were sold under an existing shelf registration on Form S-3 and an underwriting agreement dated February 26, 2026.

The notes are governed by a Junior Subordinated Indenture dated October 1, 2025 and Supplemental Indenture No. 2 dated March 3, 2026, with U.S. Bank Trust Company, National Association, as trustee. This report mainly files the supplemental indenture and related legal and tax opinions as exhibits.

Insights

Utility credit and capital structure analyst

Xcel Energy adds $800 million in long-dated junior subordinated debt under its shelf registration.

Xcel Energy has issued $800,000,000 of 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. Junior subordinated securities typically sit below senior debt in the capital structure and can be treated partly as equity-like from a rating-agency perspective, depending on terms.

The notes were issued under a pre-existing Form S-3 shelf, via an underwriting agreement dated February 26, 2026, and documented through a junior subordinated indenture and Supplemental Indenture No. 2. Cash-flow direction is effectively cash in to the company, though specific uses are not described in the excerpt.

Key features such as the reset mechanics, equity-credit treatment, and any deferral options would be detailed in the indenture and prospectus supplement. Subsequent periodic reports could clarify how this debt fits into broader funding plans and its interaction with future refinancing needs beyond 2056.

XCEL ENERGY INC false 0000072903 0000072903 2026-03-03 2026-03-03 0000072903 us-gaap:CommonStockMember 2026-03-03 2026-03-03 0000072903 us-gaap:JuniorNotesMember 2026-03-03 2026-03-03

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) March 3, 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 March 3, 2026, Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), issued $800,000,000 in aggregate principal amount of 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series due 2056 (the “notes”), pursuant to an Underwriting Agreement, dated February 26, 2026, by and among Xcel Energy and Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as representatives of the underwriters named therein. The notes are being issued pursuant to the registration statement on Form S-3 (File No. 333-278797). A prospectus supplement relating to the offering and sale of the notes was filed with the Securities and Exchange Commission on February 26, 2026. The notes will be governed by Xcel Energy’s Junior Subordinated Indenture, dated as of October 1, 2025, between Xcel Energy and U.S. Bank Trust Company, National Association, as trustee, and Supplemental Indenture No. 2, dated as of March 3, 2026.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering and sale for incorporation by reference into the registration statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
4.01		Supplemental Indenture No. 2, dated as of March 3, 2026, by and between Xcel Energy Inc. and U.S. Bank Trust Company, National Association, as trustee, creating $800,000,000 aggregate principal amount of 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series due 2056.
5.01		Opinion of Jones Day.
8.01		Tax Opinion of Jones Day.
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: March 3, 2026

FAQ

What type of securities did XEL issue in this Form 8-K?

Xcel Energy Inc. issued junior subordinated debt securities. Specifically, it sold $800,000,000 of 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series due 2056, under an existing shelf registration on Form S-3 and a related underwriting agreement.

What is the principal amount of Xcel Energy’s new junior subordinated notes?

The new junior subordinated notes have an aggregate principal amount of $800,000,000. These 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series due 2056, were issued pursuant to a Form S-3 registration statement and governed by existing and supplemental indenture documents.

When do Xcel Energy’s 5.75% junior subordinated notes mature?

The 5.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes issued by Xcel Energy mature in 2056. They are documented under a Junior Subordinated Indenture dated October 1, 2025, and Supplemental Indenture No. 2 dated March 3, 2026, with U.S. Bank Trust Company as trustee.

Under what documents are XEL’s new notes governed?

The notes are governed by Xcel Energy’s Junior Subordinated Indenture dated October 1, 2025, and Supplemental Indenture No. 2 dated March 3, 2026. U.S. Bank Trust Company, National Association, serves as trustee, and these documents establish the legal terms for the $800,000,000 notes.

What exhibits were filed related to Xcel Energy’s $800 million notes?

Xcel Energy filed several exhibits: Supplemental Indenture No. 2 creating the $800,000,000 notes, a legal opinion from Jones Day, a tax opinion from Jones Day, and the Cover Page Interactive Data File labeled as Exhibit 104, embedded within the Inline XBRL document.

Which underwriters participated in Xcel Energy’s junior subordinated notes offering?

The underwriting agreement involved Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and Truist Securities, Inc. These firms acted as representatives of the underwriters for Xcel Energy’s $800,000,000 junior subordinated notes due 2056.

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-4.01 EX-4.01 127.9 KB
• EX-5.01 EX-5.01 9.7 KB
• EX-8.01 EX-8.01 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB