Xcel Energy Enters $6.0 Billion At-The-Market Equity Distribution Agreement

Overview of Filing

On October 30, 2026, Xcel Energy Inc. filed a Current Report on Form 8-K under Item 8.01 (Other Events) disclosing that it entered into a new Equity Distribution Agreement to establish an "at-the-market" (ATM) equity offering program.

Key Terms & Structure

1. Offering Capacity:

   • Xcel Energy may issue and sell shares of common stock ($2.50 par value) having an aggregate gross sales price of up to $6,000,000,000.

2. Distribution Syndicate:

   • The agreement includes 22 sales agents and forward purchasers, including Barclays, BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Wells Fargo Securities.

3. Forward Purchase Features:

   • In addition to standard agency sales and principal transactions, the agreement permits Initially Priced Forward Transactions and Collared Forward Transactions.
   • These forward mechanisms enable the company to hedge and lock in forward pricing while deferring physical settlement or capital receipt until pre-agreed settlement dates.

4. Commissions:

   • Sales agent commissions will not exceed 1.00% of the gross sales price.

5. Termination of Prior ATM Program:

   • The prior ATM equity distribution agreement dated May 1, 2026 was terminated concurrently.
   • At termination, approximately $448.6 million remained unsold under the prior program.
   • Existing forward sale commitments of approximately $3.8 billion from the May 2026 program and $2.2 billion from the August 2025 program remain outstanding and will settle in accordance with their respective terms.

Market and Dilution Implications

• Significance: Medium. Large-scale ATM facilities are standard practice for capital-intensive regulated utilities to fund long-term capital expenditure plans and maintain target credit ratings.
• Dilution Risk: The program provides flexibility to issue equity incrementally, mitigating large single-day market overhang relative to traditional underwritten follow-on offerings. However, the $6.0 billion capacity represents a sizable equity runway that will lead to steady share dilution over the term of the program.