Xcel Energy Launches $6.0 Billion At-The-Market Equity Offering Program

Offering Overview

On October 30, 2026, Xcel Energy Inc. (NASDAQ: XEL) filed a prospectus supplement pursuant to Rule 424(b)(5) establishing a new at-the-market (ATM) equity distribution program. Under the agreement, the company may offer and sell shares of its common stock having an aggregate gross sales price of up to $6,000,000,000.

Transaction Structure & Forward Sale Mechanisms

The equity distribution agreement provides flexible issuance mechanisms, allowing Xcel Energy to sell shares directly via sales agents or enter into forward transactions:

• Initially Priced Forward Transactions: Forward purchasers will borrow and sell shares through forward sellers to hedge exposure. Physical settlement will provide proceeds to Xcel Energy on specified dates.
• Collared Forward Transactions: Forward sale agreements that include a floor price and a cap price, enabling partial prepayment and downside protection while capping upside.
• Replacement of Prior Program: Concurrently, Xcel Energy terminated its prior ATM distribution agreement dated May 1, 2026, which had approximately $448.6 million unsold. Forward sale agreements from prior programs totaling approximately $6.0 billion remain outstanding according to their terms.

Use of Proceeds

Xcel Energy plans to allocate net proceeds from any direct sales or settlements of forward sale transactions to:

• General corporate purposes;
• Repayment or refinancing of short-term borrowings (the company had approximately $3.1 billion of consolidated short-term debt as of September 30, 2026);
• Capital contributions to utility operating subsidiaries (NSP-Minnesota, NSP-Wisconsin, PSCo, and SPS) to fund ongoing capital expenditure programs.

Dilution & Capital Structure Impact

• Earnings Per Share Impact: Unsettled forward transactions will be accounted for under the treasury stock method in diluted EPS calculations, causing dilution primarily when market prices exceed forward sale prices.
• Flexibility: Sales may occur incrementally over time at prevailing market prices, avoiding immediate lump-sum equity dilution while supporting Xcel Energy's multi-year utility capital expenditure plans.