Xcel Energy Announces Proposed $2.0B Offering of Convertible Senior Notes

Event Overview

On November 2, 2026, Xcel Energy Inc. (NASDAQ: XEL) filed a Current Report on Form 8-K under Item 8.01 (Other Events), announcing a proposed private offering of $2.0 billion aggregate principal amount of convertible senior notes due 2027 to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

Key Terms & Structure

• Base Offering Size: $2,000,000,000 aggregate principal amount.
• Over-Allotment Option: Initial purchasers will be granted a 13-day option to purchase up to an additional $300,000,000 aggregate principal amount.
• Maturity: 2027.
• Ranking: Senior unsecured obligations of Xcel Energy Inc.
• Interest Payments: Semiannually in arrears.
• Settlement Terms: Conversions will be settled in cash up to the aggregate principal amount converted, with the residual conversion obligation settled in cash, shares of Xcel Energy common stock, or a combination thereof, at the company's discretion.

Use of Proceeds

Xcel Energy intends to deploy the net proceeds to:

1. Repay short-term borrowings, including outstanding commercial paper balances.
2. Repay a portion of borrowings under its 364-day delayed draw term loan facility.
3. Fund general corporate purposes.

Market & Capital Structure Impact

• Liquidity & Debt Refinancing: The transaction refinances short-term, floating-rate liabilities with fixed-rate convertible notes, terming out debt maturities.
• Potential Dilution: Because conversion principal is required to be settled in cash, dilution is limited to any equity delivered for conversion value in excess of the par value.