[8-K] XCEL ENERGY INC Reports Material Event

Rhea-AI Filing Summary

Xcel Energy Inc. executed a Junior Subordinated Indenture dated October 1, 2025 and a Supplemental Indenture No. 1 dated October 7, 2025 that creates $900,000,000 aggregate principal amount of 6.25% Junior Subordinated Notes due 2085. Legal and tax opinions from Jones Day are included, and the filing contains the interactive cover page XBRL file. The filing is signed by Todd A. Wehner, Vice President and Treasurer.

This action documents the issuance framework for long‑dated subordinated notes carrying a fixed coupon of 6.25% and a final maturity in 2085, establishing a new long‑term liability class on the company’s capital structure.

Positive

• $900,000,000 of new long‑term capital secured under the indenture
• Legal and tax opinions from counsel indicate completed documentation
• Public filing includes Inline XBRL cover page for disclosure compliance

Negative

• Notes are junior subordinated, ranking below senior creditors and increasing subordinated leverage
• Fixed 6.25% coupon creates a long‑term cash interest obligation
• Final maturity in 2085 extends interest exposure and structural leverage for decades

Insights

Debt Markets Analyst

TL;DR: Xcel issued $900M of 6.25% junior subordinated notes maturing in 2085, adding long‑term subordinated debt.

The transaction creates $900,000,000 of 6.25% junior subordinated notes due 2085, which is a permanent‑style capital instrument from an accounting and cash‑flow perspective given the very long maturity. Junior subordinated status places these notes below senior debt in the capital structure and typically results in higher coupon requirements to compensate investors.

Key dependencies include the company’s ability to service the coupon over time and any covenant or structural features in the indenture. Watch for subsequent disclosures showing how proceeds are used and any rating agency treatment that could affect borrowing costs in the near term.

Corporate Finance Counsel

TL;DR: Legal and tax opinions accompany the indenture and supplemental indenture, indicating closing documentation is complete.

Included opinion and tax opinion letters from Jones Day suggest counsel completed customary legal and tax reviews for the issuance and the trust‑indenture arrangement with U.S. Bank Trust Company as trustee. The presence of the cover page Inline XBRL file signals the filing is packaged for public disclosure compliance.

Material legal items to confirm in follow‑on filings are any related covenants, redemption provisions, and events of default that affect creditor rights; these terms will determine contractual risks for both the company and noteholders over the long maturity through 2085.

XCEL ENERGY INC false 0000072903 0000072903 2025-10-07 2025-10-07

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) October 7, 2025

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

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 October 7, 2025, Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), issued $900,000,000 in aggregate principal amount of 6.25% Junior Subordinated Notes, Series due 2085 (the “notes”), pursuant to an Underwriting Agreement, dated September 29, 2025, by and among Xcel Energy and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, 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 September 29, 2025. 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. 1, dated as of October 7, 2025.

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		Junior Subordinated Indenture, dated as of October 1, 2025, by and between Xcel Energy Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.02		Supplemental Indenture No. 1, dated as of October 7, 2025, by and between Xcel Energy Inc. and U.S. Bank Trust Company, National Association, as trustee, creating $900,000,000 aggregate principal amount of 6.25% Junior Subordinated Notes, Series due 2085.
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: October 7, 2025

FAQ

What did XEL issue in this 8‑K?

Xcel Energy issued $900,000,000 aggregate principal of 6.25% Junior Subordinated Notes due 2085 under a supplemental indenture.

When were the indenture documents dated for XEL's notes?

The Junior Subordinated Indenture is dated October 1, 2025 and the Supplemental Indenture No. 1 is dated October 7, 2085.

Who is the trustee for the indenture?

The trustee named is U.S. Bank Trust Company, National Association.

Did XEL include legal or tax opinions with the filing?

Yes, the filing includes both an Opinion of Jones Day and a Tax Opinion of Jones Day.

Who signed the filing on behalf of Xcel Energy?

The filing is signed by Todd A. Wehner, Vice President and Treasurer.