Every material Form 8-K Xcel Energy has filed with the SEC since November 07, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Xcel Energy issued $2.5 billion of 2.625% convertible senior notes due December 15, 2027, including $300 million from the initial purchasers' option. The notes are convertible into Xcel common stock at an initial conversion price of about $87.26 per share, and conversions can be settled in cash, shares, or a mix. Because the notes are convertible, they could add up to 31,513,750 shares of common stock to the share count if holders convert at the maximum rate.
Issued $2,500,000,000 of 2.625% Convertible Senior Notes due December 15, 2027, dated November 5, 2026
Initial conversion rate of 11.4596 shares per $1,000 principal, or about $87.26 per share
Up to 31,513,750 shares may be issued on conversion at the initial maximum conversion rate of 12.6055 shares per $1,000
Notes cannot be redeemed by Xcel Energy before maturity and carry no sinking fund
Xcel Energy priced an upsized private offering of $2.2 billion in 2.625% convertible senior notes due December 15, 2027, with an option for up to $300 million more. The company expects net proceeds of about $2.18 billion, to be used mainly to repay short-term borrowings, and expects the sale to close on November 5, 2026. Conversion would be at an initial price of about $87.26 per share, and the company may settle the principal in cash, but share issuance is possible for amounts above principal.
Pricing of $2,200,000,000 of 2.625% convertible senior notes due December 15, 2027, upsized from $2,000,000,000
Initial purchasers have a 13-day option for up to an additional $300,000,000 of notes
Expected net proceeds of about $2,178,500,000, or $2,476,250,000 if the option is fully exercised
Initial conversion price of about $87.26 per share, a 10.0% premium to the last reported sale price on November 2, 2026
Xcel Energy has announced a proposed private offering of $2 billion in convertible senior notes due 2027, along with an option for initial purchasers to buy an additional $300 million. The company intends to use the net proceeds to repay short-term borrowings, including commercial paper and term loan borrowings, and for general corporate purposes.
Xcel Energy announced a proposed offering of $2.0 billion in convertible senior notes due 2027 on November 2, 2026.
Initial purchasers may be granted an option to buy up to an additional $300 million aggregate principal amount of the notes within a 13-day period.
Proceeds will be used to repay short-term borrowings, including commercial paper and a portion of a 364-day delayed draw term loan.
Xcel Energy entered into a new equity distribution agreement on October 30, 2026, allowing it to sell up to $6.0 billion of common stock through sales agents, including forward sale arrangements. The filing also terminated its prior at-the-market program dated May 1, 2026, while forward sale agreements from earlier programs remain outstanding, so shareholders should note the potential for additional shares to be issued.
Up to $6.0 billion aggregate gross sales price of common stock (par value $2.50 per share) under the new Equity Distribution Agreement dated October 30, 2026
Prior at-the-market program dated May 1, 2026 was terminated; about $448.6 million of shares remained unsold at termination
About $3.8 billion of shares remain subject to outstanding forward sale agreements from the prior program, and about $2.2 billion from an August 1, 2025 agreement
Xcel Energy will not initially receive proceeds from borrowed shares sold under forward agreements; proceeds are expected on future physical settlement
Xcel Energy reported third-quarter 2026 GAAP earnings of $960 million, or $1.52 per share, up from $524 million, or $0.88 per share, in the third quarter of 2025. The company narrowed its full-year 2026 ongoing earnings per share guidance to a range of $4.10 to $4.16 and initiated 2027 ongoing EPS guidance at $4.48 to $4.62.
Third-quarter 2026 diluted GAAP and ongoing earnings per share were $1.52, compared with GAAP earnings of $0.88 and ongoing earnings of $1.24 in Q3 2025.
Xcel Energy narrowed its 2026 ongoing earnings per share guidance to $4.10 to $4.16.
The company initiated its 2027 ongoing earnings per share guidance of $4.48 to $4.62.
Base capital expenditures for 2027 through 2031 are projected to total $70,000 million.
Xcel Energy reported second-quarter 2026 GAAP net income of $586 million, or $0.93 per diluted share, up from $444 million, or $0.75, a year earlier, with ongoing EPS also at $0.93. Total operating revenues fell to $3.1 billion from $3.3 billion. The company reaffirmed its 2026 ongoing EPS guidance of $4.04 to $4.16, and said the earnings gain was driven by higher recovery of electric infrastructure investments, partly offset by higher financing costs.
Q2 2026 diluted GAAP EPS was $0.93 versus $0.75 in Q2 2025; year-to-date ongoing EPS was $1.84 versus $1.59
Total operating revenues were $3,119 million in Q2 2026 versus $3,287 million in Q2 2025
Interest charges and financing costs rose to $443 million from $349 million in the quarter
2026 ongoing EPS guidance of $4.04 to $4.16 was reaffirmed
Xcel Energy's board elected Peter Carter, 63, a director effective July 29, 2026, increasing the board from 10 to 11 members. Carter is currently president of Delta Air Lines and was appointed to the Audit Committee and the Governance, Compensation and Nominating Committee.
Carter, 63, serves on the board for a term expiring at the 2027 Annual Meeting of Shareholders
Carter has been Delta Air Lines president since April 2026 and previously was Delta's chief external affairs officer and chief legal officer
Board determined Carter is independent under Nasdaq and Xcel Energy standards; he will receive non-employee director pay, prorated to the 2027 annual meeting
Xcel Energy reported first-quarter 2026 GAAP net income of $556 million, or $0.89 per share, up from $483 million, or $0.84 per share, a year earlier, and ongoing earnings of $0.91 per share. The company reaffirmed its 2026 ongoing EPS guidance of $4.04 to $4.16, and said unseasonably warm weather weighed on the quarter. Shareholders get a quarter with higher profit and an unchanged full-year outlook.
GAAP net income was $556 million, or $0.89 per share, versus $483 million, or $0.84 per share, in Q1 2025.
Ongoing EPS was $0.91 per share, versus $0.84 per share a year earlier.
Total operating revenues were $4,021 million, versus $3,906 million in Q1 2025.
Xcel Energy reaffirmed its 2026 ongoing EPS guidance of $4.04 to $4.16.
Xcel Energy reported fourth-quarter and full-year 2025 results on February 5, 2026. Revenue rose to $14.669 billion from $13.441 billion, and ongoing diluted EPS rose to $3.80 from $3.50, while GAAP diluted EPS fell slightly to $3.42 from $3.44 after a $296 million Marshall Wildfire litigation charge. The company reaffirmed its 2026 EPS guidance of $4.04 to $4.16 per share.
Full-year 2025 GAAP diluted EPS was $3.42 versus $3.44 in 2024; ongoing diluted EPS was $3.80 versus $3.50.
Full-year 2025 total operating revenues were $14.669 billion versus $13.441 billion in 2024; net income was $2.018 billion versus $1.936 billion.
Fourth-quarter 2025 GAAP diluted EPS was $0.95 versus $0.81 a year earlier.
Xcel Energy reaffirmed 2026 EPS guidance of $4.04 to $4.16 per share.
Xcel Energy entered into a $1.5 billion 364-day delayed draw term loan on January 30, 2026, and borrowed $750 million under it for general corporate purposes. The loan is unsecured, matures January 30, 2027, and carries interest tied to Term SOFR plus 85.0 basis points. For shareholders, the filing discloses new borrowing and the covenants attached to it, but it does not report earnings or guidance.
Facility size: $1.5 billion 364-day delayed draw term loan with U.S. Bank National Association as administrative agent, dated January 30, 2026
Amount borrowed: $750 million, to be used for general corporate operations
Pricing: Term SOFR plus 85.0 basis points, or an alternate base rate; matures January 30, 2027
Covenant: consolidated funded debt to total capitalization of 70 percent or less
Xcel Energy's board elected Maria Demaree, a Lockheed Martin senior vice president and chief information officer, as a director effective December 17, 2025. The board increased its size from 11 to 12 seats and named her to the Audit Committee and the Operations, Nuclear, Environmental and Safety Committee, which adds a technology and cybersecurity executive to oversight roles.
Maria Demaree, 57, elected to the board effective December 17, 2025
Board size increased from 11 to 12 directors
Appointed to the Audit Committee and the Operations, Nuclear, Environmental and Safety Committee
Board determined she is independent; she will receive non-employee director compensation, prorated until the 2026 Annual Meeting of Shareholders
Xcel Energy reported third-quarter 2025 GAAP diluted earnings of $0.88 per share, down from $1.21 a year earlier, after a $287 million Marshall Wildfire litigation charge. Ongoing diluted EPS was $1.24 versus $1.25, and operating revenues rose to $3.9 billion from $3.6 billion. The company reaffirmed 2025 ongoing EPS guidance of $3.75 to $3.85 and initiated 2026 guidance of $4.04 to $4.16.
Q3 2025 GAAP net income was $524 million ($0.88 per share) versus $682 million ($1.21 per share) in Q3 2024.
Q3 2025 ongoing EPS was $1.24 versus $1.25 a year earlier; the GAAP figure includes a $287 million Marshall Wildfire litigation charge.
Total operating revenues were $3,915 million for the quarter, up from $3,644 million.
2025 ongoing EPS guidance of $3.75 to $3.85 was reaffirmed; 2026 ongoing EPS guidance of $4.04 to $4.16 was initiated.
Xcel Energy reported second-quarter 2025 GAAP net income of $444 million, or $0.75 per diluted share, up from $302 million, or $0.54 per share, a year earlier. The company reaffirmed its 2025 ongoing EPS guidance of $3.75 to $3.85, and said higher recovery of infrastructure investments drove the increase, partly offset by higher interest, depreciation and O&M expenses.
Q2 2025 total operating revenues were $3,287 million, up from $3,028 million in Q2 2024.
Year-to-date diluted EPS was $1.59 in 2025, compared with $1.42 in 2024.
The 2025 ongoing EPS guidance of $3.75 to $3.85 was reaffirmed, not changed.
Higher interest charges, depreciation and O&M expenses partly offset the benefit of infrastructure cost recovery.
Xcel Energy said its chief legal and compliance officer, Rob Berntsen, is leaving the company effective immediately to pursue another opportunity. Ryan Long, previously president of Northern States Power Company, was promoted to succeed him effective June 16, 2025, and will also continue overseeing the NSPM jurisdiction while the company searches for a new NSPM president.
Rob Berntsen, executive vice president and chief legal and compliance officer, gave notice on June 13, 2025 and is leaving effective immediately
Ryan Long was promoted to executive vice president and chief legal and compliance officer effective June 16, 2025
Long will oversee legal, compliance and federal affairs teams and remains in charge of the Minnesota, North Dakota and South Dakota jurisdiction during an internal and external search for a new NSPM president
On May 6, 2025, Xcel Energy and four utility subsidiaries entered into fifth amended and restated credit agreements with a group of lenders led by JPMorgan Chase Bank, N.A. as administrative agent, replacing prior facilities that were scheduled to expire in September 2027. The new facilities mature in December 2029 and are unsecured, and they add to the parent's financing capacity for general corporate purposes, which is a routine refinancing rather than a change in operations or results.
Xcel Energy parent facility: initial maximum amount of $2 billion, expandable by up to an additional $450 million
Xcel Energy reported first-quarter 2025 GAAP net income of $483 million, or $0.84 per diluted share, down from $488 million, or $0.88, a year earlier, while operating revenues rose to $3,906 million from $3,649 million. The company said higher O&M, depreciation and interest charges drove the decline, partly offset by increased recovery of infrastructure investments, and it reaffirmed its 2025 ongoing EPS guidance of $3.75 to $3.85.
Total operating revenues were $3,906 million, compared with $3,649 million in the first quarter of 2024.
Net income was $483 million, or $0.84 per diluted share, compared with $488 million, or $0.88, a year earlier.
The company cited higher O&M, depreciation and interest charges, partly offset by increased recovery of infrastructure investments.
Xcel Energy reaffirmed its 2025 ongoing EPS guidance of $3.75 to $3.85.
Xcel Energy said Chief Operations Officer Timothy O'Connor will retire this summer, after notice given February 25, 2025. Internal executives Michael Lamb and Scott Sharp will take on new executive vice president roles effective May 1, 2025, under the company's succession planning process. O'Connor will provide transition services through August 21, 2025.
Timothy O'Connor, EVP and Chief Operations Officer, will retire May 1, 2025 and provide transition services through August 21, 2025.
Michael Lamb becomes EVP, Chief Delivery Officer effective May 1, 2025; he joined Xcel Energy in 1985.
Scott Sharp becomes EVP, Chief Generation Officer effective May 1, 2025, adding oversight of Nuclear; he joined in 2000.
Lamb and Sharp will report to Chairman, President and CEO Bob Frenzel and serve on the Executive Committee.
Xcel Energy reported fourth-quarter and full-year 2024 results, with full-year GAAP earnings of $1.94 billion, or $3.44 per share, up from $3.21 in 2023. Full-year operating revenues fell to $13.44 billion from $14.21 billion, and the company reaffirmed its 2025 EPS guidance of $3.75 to $3.85 per share.
Full-year 2024 GAAP EPS was $3.44 versus $3.21 in 2023; ongoing EPS was $3.50 versus $3.35.
Fourth-quarter 2024 GAAP EPS was $0.81 versus $0.74 a year earlier; fourth-quarter ongoing EPS was $0.81 versus $0.83.
Full-year 2024 total operating revenues were $13.44 billion versus $14.21 billion in 2023.
Xcel Energy reaffirmed 2025 EPS guidance of $3.75 to $3.85 per share.
Xcel Energy's board elected Devin Stockfish, president and CEO of Weyerhaeuser Company since 2019, as a director effective January 23, 2025, increasing the board from 13 to 14 members. The filing describes this as a board appointment with no financial results, guidance, or transaction disclosed, so it has no stated direct effect on Xcel's financial performance.
Devin Stockfish, 51, elected to the board on January 20, 2025, effective January 23, 2025, with a term expiring at the 2025 Annual Meeting of Shareholders
Board size increased from 13 to 14 directors; Stockfish named to the Finance Committee and the Operations, Nuclear, Environmental and Safety Committee
Stockfish will receive non-employee director compensation, prorated to the 2025 Annual Meeting, under the arrangement effective May 24, 2023
On November 6, 2024, underwriters exercised in full a 30-day option to buy 2,748,091 more shares of Xcel Energy common stock from the November 4, 2024 offering. Xcel also entered into additional forward sale agreements with Barclays Bank PLC and Bank of America, N.A. covering the same number of shares. The filing does not state the offering price or total proceeds, so shareholders cannot gauge the size of the financial effect from this document alone.
Underwriters exercised in full their option on November 6, 2024, for 2,748,091 additional shares
The original November 4, 2024 offering covered 18,320,610 shares, sold through Barclays Capital Inc. and BofA Securities, Inc.
Additional Forward Sale Agreements dated November 6, 2024 cover the 2,748,091 shares with Barclays Bank PLC and Bank of America, N.A.
All shares were registered under Form S-3 (File No. 333-278797); the filing was made to file offering documents as exhibits
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