8-K – 2025-10-07 – d59438d8k.htm

8-K

XCEL ENERGY INC false 0000072903 0000072903 2025-10-07 2025-10-07
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 7, 2025
 
 

Xcel Energy Inc.
(Exact name of registrant as specified in its charter)
 
 

 

Minnesota
 
001-3034
 
41-0448030

(State or other jurisdiction
of incorporation)
 
(Commission
File Number)

 
(IRS Employer
Identification No.)
 

414 Nicollet Mall
Minneapolis , Minnesota

 
55401

(Address of principal executive offices)
 
(Zip Code)
(612) 330-5500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class

 
Trading
Symbol(s)

 
Name of each exchange
on which registered

Common Stock, $2.50 par value per share
 
XEL
 
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

Item 8.01.
Other Events.

On October 7, 2025, Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), issued $900,000,000 in aggregate principal amount of 6.25% Junior Subordinated Notes, Series due 2085 (the “notes”), pursuant to an Underwriting Agreement, dated September 29, 2025, by and among Xcel Energy and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. The notes are being issued pursuant to the registration statement on Form S-3 (File No. 333-278797). A prospectus supplement relating to the offering and sale of the notes was filed with the Securities and Exchange Commission on September 29, 2025. The notes will be governed by Xcel Energy’s Junior Subordinated Indenture, dated as of October 1, 2025, between Xcel Energy and U.S. Bank Trust Company, National Association, as trustee, and Supplemental Indenture No. 1, dated as of October 7, 2025.
This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering and sale for incorporation by reference into the registration statement.
 

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit

  
Description

4.01
  
Junior Subordinated Indenture, dated as of October 1, 2025, by and between Xcel Energy Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.02
  
Supplemental Indenture No. 1, dated as of October 7, 2025, by and between Xcel Energy Inc. and U.S. Bank Trust Company, National Association, as trustee, creating $900,000,000 aggregate principal amount of 6.25% Junior Subordinated Notes, Series due 2085.

5.01
  
Opinion of Jones Day.

8.01
  
Tax Opinion of Jones Day.

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

Xcel Energy Inc.

(a Minnesota corporation)

By:
 
/s/ Todd A. Wehner

 
Name: Todd A. Wehner

 
Title: Vice President, Treasurer

Date: October 7, 2025