NASDAQ: XEL XCEL ENERGY INC 8-K

Xcel Energy launches up to $4.3B at-the-market equity offering program with flexible settlement

Filed May 1, 2026 · Period ending May 1, 2026 · ~1 min read

Key Changes

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Xcel Energy established a $4.3 billion at-the-market equity program allowing it to sell common stock over time through 22 sales agents and forward purchasers, providing flexible access to capital markets for operations and investments.

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The program includes Initially Priced Forward Transactions where the company locks in a price today but receives cash proceeds at a future settlement date of its choosing, deferring share dilution.

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Collared Forward Transactions provide price floor and cap protection, with prepayments before final settlement based on a reference price during a valuation period.

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Sales agents receive commissions up to 1.00% of sales price, which reduces net proceeds to the company from share sales.

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Shares are registered under existing shelf registration statement (File No. 333-278797) with a new prospectus supplement dated May 1, 2026.

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Summary

Xcel Energy announced a $4.3 billion at-the-market equity offering program, giving the utility company significant flexibility to raise capital by selling common stock over time rather than through a traditional one-time offering.

The program involves 22 financial institutions acting as sales agents and forward purchasers, and includes two sophisticated forward sale structures that allow Xcel Energy to control the timing of when it receives cash proceeds and when shareholders experience dilution.

Retail investors should understand this represents potential dilution of up to $4.3 billion in new shares, though the actual amount and timing remain uncertain. The forward transaction structures are complex: Initially Priced Forward Transactions let the company lock in a price today but defer receiving cash until a future date, while Collared Forward Transactions provide price protection through floor and cap mechanisms. These structures suggest Xcel Energy wants capital-raising flexibility while managing dilution timing, likely to fund its substantial infrastructure investments in renewable energy and grid modernization. Investors should monitor quarterly filings to track how much of the up to $4.3 billion capacity Xcel Energy actually uses and whether the company provides guidance on planned capital deployment. The pace and structure of share sales will directly impact existing shareholders through dilution.

Section-by-Section Diff

Event · Item 8.01 — Other Events

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Item 8.01 — Other Events filed; see Key Changes for terms.

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Added Initially Priced Forward Transactions medium

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In a Forward Transaction under one form of forward sale agreement, referred to as an “Initially Priced Forward Transaction,” Xcel Energy may enter into one or more Initially Priced Forward Transactions with a Sales Agent or Forward Seller (or its affiliate or agent), as a Forward Purchaser, pursuant to which Xcel Energy will receive the forward sale price under the applicable forward sale agreement at the settlement of the Initially Priced Forward Transaction, subject to the price adjustment and other provisions of the forward sale agreement. The initial forward sale price per share under each forward sale agreement related to an Initially Priced Forward Transaction will equal the product of (1) an amount equal to one minus the applicable forward selling commission and (2) the volume weighted average price per share at which the borrowed shares of Common Stock are sold pursuant to the Initially Priced Forward Transaction by the relevant Forward Seller to hedge the Forward Purchaser’s exposure under the relevant Initially Priced Forward Transaction. Xcel Energy will not initially receive any proceeds from the sale of borrowed shares of Common Stock by the relevant Forward

Seller. Xcel Energy expects to receive proceeds from the sale of shares of Common Stock upon future physical settlement of the relevant Initially Priced Forward Transaction with the relevant Forward Purchaser on dates specified by Xcel Energy on or prior to the maturity date of the Initially Priced Forward Transaction.

The company can use Initially Priced Forward Transactions where forward purchasers borrow and sell shares immediately to hedge their exposure, but Xcel Energy receives no proceeds upfront. Instead, the company receives cash proceeds at a future settlement date based on the initial forward sale price (volume weighted average price minus commission). This structure allows Xcel Energy to lock in a price today but defer the actual capital raise and share dilution to a future date of its choosing.

Added Collared Forward Transactions medium

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In a separate Forward Transaction under another form of forward sale agreement, referred to herein as a “Collared Forward Transaction,” Xcel Energy may enter into one or more collared forward agreements (“Collared Forward Sale Agreements”) with Goldman Sachs International, one or more of the applicable other forward purchasers (except for The Bank of Nova Scotia), or one or more of their respective affiliates, each acting in its capacity as a Forward Purchaser (the “Collared Forward Purchasers”), pursuant to which Xcel Energy will agree to sell to the relevant Collared Forward Purchaser up to the number of shares of Common Stock specified in the relevant Collared Forward Sale Agreement (subject to adjustment as set forth therein) and the applicable Collared Forward Purchaser will borrow from third-party stock lenders and sell the maximum number of shares of Common Stock deliverable pursuant to the Collared Forward Transaction (the “Hedging Shares”) through the related sales agent acting as the statutory underwriter and a Forward Seller (each, a “Collared Forward Seller”) over a period of time to be agreed between Xcel Energy and the applicable Collared Forward Purchaser (an “Initial Hedging Period”), all subject to the terms of the Equity Distribution Agreement and the applicable Collared Forward Sale Agreement.

Collared Forward Transactions provide Xcel Energy with a price floor and cap structure. The forward purchaser sells borrowed shares during an initial hedging period, and the final settlement price is based on a reference price during a valuation period but cannot fall below the floor price or exceed the cap price. The company receives a prepayment before the valuation period ends, with additional proceeds possible at settlement if the collared forward settlement price exceeds the prepayment amount plus par value.

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Added Commission structure low

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Xcel Energy will pay each of the Sales Agents a commission not to exceed 1.00% of the sales price per share of shares sold through it as agent under the Equity Distribution Agreement. The net proceeds that Xcel Energy will receive from such sales will be the gross proceeds from such sales less the commissions and any other costs that Xcel Energy may incur in issuing the shares. In connection with each Initially Priced Forward Transaction, the relevant Forward Seller will receive a commission of up to 1.00% of the volume weighted average of the sales prices of all borrowed shares of Common Stock sold during the applicable period by it as a Forward Seller, reflected in a reduced initial forward sale price payable by the relevant Forward Purchaser under its forward sale agreement. In connection with each Collared Forward Transaction, any commission will be deducted from the proceeds Xcel Energy receives on the Prepayment Date.

Sales agents receive commissions up to 1.00% of the sales price for shares sold. For direct sales, this reduces net proceeds. For Initially Priced Forward Transactions, the commission reduces the initial forward sale price. For Collared Forward Transactions, commissions are deducted from the prepayment amount. This commission structure is standard for at-the-market equity programs and represents the cost of accessing flexible capital.

Added Registration and prospectus supplement low

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All of the shares of Common Stock to be offered and sold were registered pursuant to Xcel Energy’s registration statement (the “Registration Statement”) previously filed with the Securities and Exchange Commission (the “SEC”) on Form S-3 (File No. 333-278797). Xcel Energy filed a prospectus supplement, dated May 1, 2026, to the prospectus, dated April 18, 2024, with the SEC in connection with the offer and sale of the shares of Common Stock.

The shares are being offered under an existing shelf registration statement (File No. 333-278797) with a new prospectus supplement dated May 1, 2026. This is a standard procedural disclosure confirming the offering is properly registered with the SEC and investors can access the full offering details in the prospectus supplement.

Event · Item 9.01 — Financial Statements and Exhibits

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Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.

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Added Equity Distribution Agreement high

Added in current filing · verify on EDGAR →

Equity Distribution Agreement, dated May 1, 2026, among Xcel Energy Inc., the Sales Agents, and the Forward Purchasers

Xcel Energy has entered into an at-the-market equity offering arrangement allowing the company to sell shares through designated sales agents and forward purchasers. This type of agreement provides flexibility to raise capital by selling stock into the market over time rather than through a traditional underwritten offering.