Xcel Energy prices $2.2B convertible notes offering

Proceeds are intended for short-term borrowing repayment and general corporate purposes; subject to conditions, holders may require cash repurchase following a fundamental change.

Available on EDGAR 11/03/2026 - 08:11 AM EST Accepted by SEC EDGAR 11/03/2026 - 08:10 AM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Xcel Energy priced a private offering of $2,200,000,000 aggregate principal amount of 2.625% convertible senior notes due 2027, up from the previously announced $2,000,000,000. Initial purchasers may buy up to another $300,000,000 during a 13-day period beginning when the notes are first issued. The sale is expected to close November 5, 2026, subject to customary closing conditions. Expected net proceeds are approximately $2,178,500,000, or $2,476,250,000 if the option is exercised in full; Xcel Energy intends to use proceeds to repay short-term borrowings and for general corporate purposes.

The notes are senior unsecured obligations, bear 2.625% annual interest payable semiannually beginning June 15, 2027, and mature December 15, 2027, unless earlier converted or repurchased. The initial conversion rate is 11.4596 common shares per $1,000 principal amount, equivalent to an approximately $87.26 conversion price. Before September 15, 2027, conversion is available only upon certain conditions and during certain periods; from that date, holders may convert until the close of business on the second scheduled trading day before maturity. Subject to conditions, holders may require cash repurchase at 100% of principal following a fundamental change.

Filing Explained

Xcel can settle conversion value above principal in cash, shares, or both, so conversion does not automatically issue common stock.

Xcel Energy has priced $2.2 billion of notes, but the sale remains pending its expected November 5, 2026 closing; upon conversion, Xcel must pay principal in cash and may settle any excess in cash, shares, or both, so conversion does not by itself mean shares will be issued.

The filing states that neither the notes nor shares issuable on conversion have been or are expected to be registered; absent registration, they may be offered or sold in the United States or to U.S. persons only under an applicable exemption or in a transaction not subject to registration requirements.

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

Aggregate principal amount: $2,200,000,000 Initial purchasers' option: up to $300,000,000 Expected net proceeds: approximately $2,178,500,000 +5 more

8 metrics

Aggregate principal amount $2,200,000,000 2.625% convertible senior notes due 2027

Initial purchasers' option up to $300,000,000 Additional aggregate principal amount of notes

Expected net proceeds approximately $2,178,500,000 After initial purchasers' discounts and commissions and offering expenses payable by Xcel Energy

Expected net proceeds with full option approximately $2,476,250,000 If initial purchasers exercise their option in full

Annual interest rate 2.625% Payable semiannually

Initial conversion rate 11.4596 shares of common stock per $1,000 principal amount Convertible notes

Initial conversion price approximately $87.26 per share Common stock

Maturity December 15, 2027 Unless earlier converted or repurchased in accordance with the notes' terms

Key Terms

convertible senior notes, conversion rate, conversion premium, fundamental change

4 terms

convertible senior notes financial

"2.625% 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.

conversion rate financial

"The conversion rate will initially be 11.4596 shares"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

conversion premium financial

"an initial conversion premium of approximately 10.0%"

The conversion premium is the extra amount an investor pays for a convertible security (like a convertible bond or preferred share) above the value they would receive if they immediately exchanged it for the underlying stock; it is usually shown as a percentage over that conversion value. It matters because it shows whether investors are paying for interest, protection against share drops, or expected future stock gains—similar to paying extra for a ticket that also includes a flexible voucher you can later swap for goods.

fundamental change financial

"If Xcel Energy undergoes a fundamental change"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

FAQ

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

How much are XEL's convertible notes and expected proceeds?

Xcel Energy priced $2,200,000,000 aggregate principal amount of 2.625% notes, with an option for initial purchasers to buy up to $300,000,000 more. Expected net proceeds are approximately $2,178,500,000, or $2,476,250,000 if the option is exercised in full.

What are the conversion terms for XEL's 2027 notes?

The initial conversion rate is 11.4596 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $87.26 per share. Before September 15, 2027, conversion is subject to certain conditions and periods. From and including that date, holders may convert until the close of business on the second scheduled trading day immediately before maturity. Xcel Energy may settle amounts above principal in cash, shares, or both.

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 the pricing of an offering of $2,200,000,000 in aggregate principal amount of 2.625% 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 granted 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 3, 2026

Exhibit 99.01

Xcel Energy Announces Pricing of Upsized Offering of

$2,200,000,000 of 2.625% Convertible Senior Notes due 2027

MINNEAPOLIS—(BUSINESS WIRE)—Xcel Energy Inc. (NASDAQ: XEL) (“Xcel Energy”) announced the pricing of its offering of $2,200,000,000 aggregate principal amount of its 2.625% convertible senior notes due 2027 (the “convertible notes”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $2,000,000,000 aggregate principal amount of convertible notes. Xcel Energy also granted the initial purchasers of the convertible notes an option to purchase, 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. The sale of the convertible notes is expected to close on November 5, 2026, subject to customary closing conditions.

Xcel Energy expects that the net proceeds from the convertible notes will be approximately $2,178,500,000 (or $2,476,250,000 if the initial purchasers exercise their option to purchase additional convertible notes in full), after deducting the initial purchasers’ discounts and commissions and offering expenses payable by Xcel Energy. 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.

The convertible notes will be senior unsecured obligations of Xcel Energy. The convertible notes will bear interest at a rate of 2.625% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2027. The convertible notes will mature on December 15, 2027, unless earlier converted or repurchased in accordance with their terms. Prior to September 15, 2027, the convertible notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. From and including September 15, 2027, holders will have the right to convert their convertible notes at any time until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, Xcel Energy will pay cash up to the aggregate principal amount of the convertible notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Xcel Energy’s election, in respect of the remainder, if any, of Xcel Energy’s conversion obligation in excess of the principal amount of the convertible notes being converted.

The conversion rate will initially be 11.4596 shares of common stock per $1,000 principal amount of the convertible notes (equivalent to an initial conversion price of approximately $87.26 per share of common stock), representing an initial conversion premium of approximately 10.0% above the last reported sale price of Xcel Energy’s common stock on the Nasdaq Global Select Market on November 2, 2026. The conversion rate and the corresponding conversion price will be subject to adjustment in certain circumstances but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the convertible notes, Xcel Energy will, in certain circumstances, increase the conversion rate for any holder who elects to convert its convertible notes in connection with such a corporate event.

If Xcel Energy undergoes a fundamental change (other than an exempted fundamental change, each as defined in the indenture that will govern the convertible notes), subject to certain conditions, holders of the convertible notes may require Xcel Energy to repurchase for cash all or any portion of their convertible notes at a repurchase price equal to 100% of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the indenture that will govern the convertible notes).

Xcel Energy may not redeem the convertible notes prior to their maturity date, and no sinking fund is provided for the convertible notes.

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, the anticipated closing of the offering 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 9.4 KB