XCEL ENERGY (XELLL) SEC Filings

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.

Xcel Energy Inc. (XEL) intends to offer $2 billion in aggregate principal amount of convertible senior notes due 2027 in a private placement, subject to market and other conditions. The company expects to grant the initial purchasers an option to buy up to an additional $300 million, for settlement within a 13-day period beginning on and including the date the notes are first issued.

Xcel Energy intends to use the proceeds to repay short-term borrowings, including portions of its commercial paper borrowings and borrowings under its 364-day delayed draw term loan agreement, and for other general corporate purposes. The notes will be senior unsecured obligations, with interest payable semiannually in arrears. Holders may convert them upon satisfaction of certain conditions and during certain periods; Xcel Energy will pay cash up to the principal amount converted and may settle any excess conversion obligation in cash, common shares, or a combination. Final terms, including the initial conversion price and interest rate, will be determined at pricing.

Xcel Energy Inc. (XEL) entered into an equity distribution agreement under which it may offer and sell common stock with an aggregate gross sales price of up to $6,000,000,000 through sales agents and forward sellers. Xcel Energy will pay sales agents commissions of up to 1.00% on shares sold through them as agents.

The agreement also permits initially priced and collared forward transactions. Xcel Energy expects proceeds from physical settlement of initially priced forwards; cash or net-share settlement may yield no proceeds and may require the company to pay cash or deliver shares. The May 1, 2026 agreement was terminated with shares having approximately $448.6 million in aggregate offering price unsold. Forward-sale agreements under it covering shares with an aggregate offering price of approximately $3.8 billion remain outstanding after its termination. Shares with an aggregate offering price of approximately $2.2 billion are subject to outstanding forward-sale agreements entered under an August 1, 2025 agreement, which was terminated before the May 2026 agreement.

Xcel Energy Inc. may offer and sell common stock with an aggregate gross sales price of up to $6,000,000,000 from time to time through sales agents, directly to agents acting as principals, and through forward transactions. Sales may be at-the-market or negotiated; sales-agent commissions are capped at 1.00% of sales price. Xcel expects to use net proceeds for general corporate purposes, including repaying or refinancing short-term borrowings and contributing to operating subsidiaries for capital expenditures or short-term debt. Consolidated short-term borrowings were approximately $3.1 billion as of September 30, 2026.

Sales of borrowed shares by forward sellers initially generate no proceeds for Xcel; Xcel expects proceeds from initially priced forwards at physical settlement, while cash or net-share settlement can reduce or eliminate them. Collared forwards include prepayment and physical-settlement terms with floor and cap prices. Separately, NSP-Wisconsin announced agreements in October 2026 to sell approximately $150.0 million of Michigan electric and gas assets to Upper Peninsula Power Company and SEMCO ENERGY Gas Company, subject to regulatory approvals; closing is anticipated in 2027.

Xcel Energy Inc. (XEL) reported third-quarter 2026 operating revenues of $4.172 billion, compared with $3.915 billion a year earlier, and net income of $960 million, versus $524 million. GAAP diluted earnings per share were $1.52, compared with $0.88; ongoing diluted EPS, a non-GAAP measure, was $1.52 versus $1.24. Xcel attributed the change in ongoing EPS primarily to increased recovery of electric infrastructure investments, earnings on equity-method investments and unseasonably warm weather, partially offset by higher financing costs.

The net-income comparison includes a $287 million Marshall Wildfire litigation charge in third-quarter 2025. For the nine months ended September 30, 2026, PSCo recorded an $18 million net reduction in operating expenses, primarily from an increased estimated insurance recovery. Xcel's nine-month operating cash flow was $4.868 billion and capital/construction expenditures were $9.255 billion. It issued 0.5 million common shares through ATM cash transactions for $38 million in net proceeds and physically settled forward-sale agreements involving 10.0 million shares, generating $781 million in cash proceeds and incurring $5.1 million in transaction fees.

Xcel Energy Inc (XEL) director Peter W. Carter acquired 403.638 stock equivalent units on September 28, 2026. The units are payable in whole common shares after his service as a director ends; fractional units are payable in cash then. Of the award, 336.365 units were granted at $69.80 per unit in lieu of his quarterly cash retainer, and 67.273 units were granted at no cost as a 20% premium. His reported direct position following the transaction was 2,222 shares.

Xcel Energy Inc. director Megan D. Burkhart acquired 687.679 stock equivalent units on September 28, 2026. Of these, 573.066 were granted at $69.80 per unit in lieu of her quarterly cash retainer, while 114.613 were granted at no cost as a 20% premium. The units are payable in whole common shares after her director service ends, with fractional units payable in cash. Her reported post-transaction amount was 24,703.358 shares, including 175.063 stock equivalent units from dividend-equivalent reinvestment.

Xcel Energy director Patricia L. Kampling acquired 773.639 stock equivalent units on September 28, 2026. Of these, 644.699 units were granted at $69.80 per unit in lieu of her quarterly cash retainer, and 128.94 units were granted at no cost as a 20% premium. The units are payable in whole common shares after her director service ends; fractional units are payable in cash. Her reported direct position after the transaction was 26,011 shares.

Xcel Energy Inc. director Charles G. Pardee was granted 666.189 stock equivalent units on September 28, 2026. Of these, 555.157 units were granted at $69.80 per unit in lieu of his quarterly cash retainer, while 111.032 units were granted at no cost as a 20% premium. The units are payable in whole common shares following termination of his director service, with fractional units payable in cash. His reported direct position after the award was 34,643 shares.