[Form 4] Xcel Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, intends to issue Fixed-Income Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4). The securities offer a fixed coupon of 7.00%-8.00% per annum paid monthly and mature on 1 August 2030, unless automatically redeemed earlier.

Auto-call feature: beginning 12 months after issuance and on each monthly determination date thereafter, the notes will be redeemed at par (plus the coupon) if the index closes at or above its initial level (100%). Once called, no further payments are due.

Downside protection: at maturity, investors receive full principal repayment so long as the index has not fallen by more than the 15% buffer. Below this threshold, repayment is reduced 1-for-1, exposing holders to up to an 85% maximum loss.

Pricing details: • Pricing date: 28 July 2025 • Settlement/Maturity: 1 Aug 2030 • Estimated value: $920.10 (± $55) per $1,000 face, reflecting issuance costs and Morgan Stanley’s internal models • CUSIP: 61778NBH3

Key risks called out by the issuer

• No participation in any index appreciation beyond par.
• Potential early redemption limits total coupon receipts.
• Full exposure to Morgan Stanley credit risk; MSFL has no independent assets.
• Index-specific risks: 4% annual decrement drag, leverage, short operating history (inception 30 Aug 2024).

Tax treatment and other detailed structural provisions are summarized in the preliminary pricing supplement (SEC link provided) and should be reviewed before investing.

Positive

• High fixed coupon of 7–8% p.a. provides predictable income if the note is not called.
• 15% downside buffer shields principal against moderate index declines at maturity.
• Monthly auto-call feature can return capital quickly in flat or rising markets.

Negative

• No upside participation; return is capped at par plus coupons.
• Estimated value ($920.10) is materially below face, implying up-front value transfer to issuer.
• Early redemption risk limits total coupon accrual, potentially reducing effective yield.
• Credit risk to Morgan Stanley; MSFL has no independent assets.
• Index decrement of 4% drags performance and increases buffer breach probability.
• Lack of exchange listing may lead to illiquidity and wider bid-ask spreads.

Insights

Structured Products Analyst

TL;DR: High coupon and modest 15% buffer attractive, but low estimated value and auto-call cap returns; overall neutral for MS equity.

The note targets yield-seeking investors. A 7-8% fixed coupon beats risk-free rates, yet the estimated value at only ~92% of face implies an 8% initial cost load. Monthly auto-call at 100% restricts duration when markets rise, capping earned yield. From the issuer’s perspective, the structure monetises investors’ hunt for income while transferring equity downside and funding benefits to Morgan Stanley. Because volumes of such notes are typically modest relative to Morgan Stanley’s balance sheet, the offering is not materially accretive or dilutive to MS earnings; hence, I view the announcement as neutral for shareholders.

Risk Analyst

TL;DR: Buyers take concentrated product, liquidity and credit risk for capped upside; buffer offers limited protection.

The 15% buffer mitigates moderate index declines but leaves investors exposed beyond that, as illustrated by a potential $450 loss at a 45% index drop. The 4% decrement inherently drags index performance, making buffer breaches likelier versus the parent S&P 500. Early redemption risk creates reinvestment uncertainty. Secondary market may trade at discounts given the $920 indicative value and lack of listing. Credit-spread widening at Morgan Stanley would directly erode market value. These factors render the note suitable only for investors comfortable with structured credit risk.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KAMPLING PATRICIA L

(Last) (First) (Middle)

414 NICOLLET MALL

(Street)

MINNEAPOLIS MN 55401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XCEL ENERGY INC [ XEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2025		A		388.426(1)	A	$0(2)	20,656.616	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Retainer granted in the form of stock equivalent units payable in whole shares of common stock following termination of the reporting person's service as director and fractional units are payable at such time in cash.

2. Of the 388.426 stock equivalent units, 323.688 were granted at a price of $67.78 per unit in lieu of the reporting person's quarterly cash retainer, and 64.738 were granted at no cost to the reporting person as a 20% premium on the amount of such retainer.

	Kristin L. Westlund, Attorney in Fact for Patricia Kampling	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the ticker symbol for the index underlying Morgan Stanley's SPXF40D4 buffered securities?

The securities are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4).

How often can the SPXF40D4 notes be automatically called?

Starting 12 months after issuance, the notes are evaluated monthly; if the index closes at or above its initial level, they are redeemed at par.

What coupon rate do the Morgan Stanley buffered auto-callable securities pay?

The securities pay a fixed coupon of 7.00% to 8.00% per annum, distributed monthly.

How much principal protection do investors have in these notes?

There is a 15% buffer; if the index falls ≤15% at maturity, investors receive full principal. Losses accrue 1-for-1 below that level, up to an 85% maximum loss.

What is the estimated value of the SPXF40D4 buffered securities at pricing?

Morgan Stanley estimates the value at $920.10 per $1,000 note, within ±$55, reflecting issuance and hedging costs.

Are the securities listed on an exchange for secondary trading?

No, the notes will not be listed; secondary trading, if any, will be limited and may occur at prices below face value.