Xcel Energy Prices Upsized $2.2B Convertible Senior Notes Offering

Overview of the Filing

On November 2, 2026, Xcel Energy Inc. priced an upsized private offering of $2.2 billion aggregate principal amount of 2.625% Convertible Senior Notes due 2027 pursuant to Rule 144A under the Securities Act of 1933. The offering size was increased from an initial base target of $2.0 billion. In addition, initial purchasers received a 13-day option to purchase up to an additional $300 million aggregate principal amount.

Key Terms of the Convertible Senior Notes

• Principal Amount: $2,200,000,000 (up to $2,500,000,000 if the overallotment option is exercised in full).
• Coupon Rate: 2.625% per annum, payable semiannually on June 15 and December 15, commencing June 15, 2027.
• Maturity Date: December 15, 2027.
• Initial Conversion Rate: 11.4596 shares of common stock per $1,000 principal amount (equivalent to approximately $87.26 per share).
• Conversion Premium: Approximately 10.0% above Xcel Energy's closing common stock price on November 2, 2026.
• Settlement Method: Upon conversion, Xcel Energy will settle the principal amount in cash and satisfy any conversion value in excess of principal in cash, common stock, or a combination thereof at the company's election.
• Redemption / Sinking Fund: Notes may not be redeemed prior to maturity; no sinking fund is provided.

Proceeds and Strategic Impact

• Estimated Net Proceeds: Approximately $2.1785 billion (or $2.47625 billion if the greenshoe option is fully exercised), after deducting initial purchasers' discounts, commissions, and offering expenses.
• Use of Proceeds: Xcel Energy plans to allocate net proceeds toward repaying short-term borrowings, specifically outstanding commercial paper and draws under its 364-day delayed draw term loan agreement, with the balance directed toward general corporate purposes.
• Capital Structure Impact: The transaction provides low-coupon bridge/intermediate financing (2.625%) while terming out floating-rate short-term obligations, mitigating near-term interest rate expense at the expense of potential modest dilution if shares trade above the $87.26 conversion threshold prior to December 2027.