UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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