Xcel Energy (NASDAQ: XEL) CEO logs stock awards and tax withholding

Rhea-AI Filing Summary

Xcel Energy Chairman, President and CEO Robert Frenzel reported equity award activity involving company stock. On February 24, 2026, 28,392.65 restricted stock units were converted into common shares, reflecting settlement of performance share unit awards for the 2023–2025 period and related dividend equivalents. He also acquired a separate grant of 97,065 common shares, both at a stated price of $0.00 because they were awards, not market purchases. To cover tax obligations on these vested awards, 57,195.65 shares of common stock were withheld at $83.35 per share. After these transactions, Frenzel directly owned 470,532.261 common shares of Xcel Energy.

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

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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^*

Frenzel Robert

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		97,065(1)	A	$0	499,335.261	D
Common Stock	02/24/2026		M		28,392.65	A	(2)	527,727.911	D
Common Stock	02/24/2026		F		57,195.65(3)	D	$83.35	470,532.261	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
Restricted Stock Units	(2)	02/24/2026		M			28,392.65(4)	(5)	(5)	Common Stock	28,392.65	$0	0	D

Explanation of Responses:

1. Represents the settlement of performance share unit awards for the 2023-2025 performance period.

2. Restricted stock units are settled in common stock on a one-for-one basis.

3. Represents the withholding of shares to satisfy tax obligations upon the settlement of the 2023-2025 performance share unit awards and restricted stock unit awards. Fractional share interests were settled in cash.

4. Number of units shown reflects the reinvestment of 2,703.65 dividend equivalents since the original grant of 25,689 units on January 3, 2023.

5. Award vested on December 31, 2025 but was settled in shares of common stock on February 24, 2026.

	Kristin L. Westlund, Attorney in Fact for Robert Frenzel	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What did XEL CEO Robert Frenzel report in this Form 4 filing?

Robert Frenzel reported equity award activity involving Xcel Energy common stock, including settlement of performance share units, a new stock grant, and share withholding for taxes. These transactions reflect executive compensation vesting rather than open-market buying or selling.

How many XEL shares did Robert Frenzel receive from equity awards?

Frenzel received 28,392.65 shares from restricted stock units settled one-for-one into common stock and a separate grant of 97,065 common shares. Both entries show a price of $0.00 per share, indicating award or conversion transactions instead of market purchases.

Why were some XEL shares disposed of in Robert Frenzel’s Form 4?

The filing shows a disposition of 57,195.65 Xcel Energy shares coded as a tax-withholding transaction. These shares were withheld at $83.35 per share to satisfy tax obligations tied to vested performance share unit and restricted stock unit awards, not discretionary selling.

What period did the XEL performance share unit awards cover for Robert Frenzel?

The performance share unit awards settled in this filing relate to the 2023–2025 performance period. Footnotes explain that these units vested on December 31, 2025 and were settled in Xcel Energy common stock on February 24, 2026 as part of the compensation plan.

How many XEL shares does Robert Frenzel own after these transactions?

After the reported equity award settlements, grants, and tax-withholding disposition, Robert Frenzel directly owns 470,532.261 Xcel Energy common shares. This total reflects the net effect of the new shares acquired and those withheld for taxes on the same reporting date.

What do the restricted stock unit and dividend equivalent footnotes mean for XEL?

Footnotes clarify that restricted stock units settle into Xcel Energy common stock on a one-for-one basis and include 2,703.65 dividend equivalents reinvested since an original grant of 25,689 units. This increases the number of units converted at settlement for the CEO’s award.