Xcel Energy Announces Closing of Common Stock Offering with a Forward Component

Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today the closing of its registered underwritten offering of 18,320,610 shares of its common stock in connection with the forward sale agreements described below. Barclays and BofA Securities acted as joint lead book-running managers for the offering. Citigroup and Wells Fargo Securities acted as joint book-running managers for the offering.

The closing will result in approximately $1.18 billion of net proceeds, before expenses (assuming each forward sale agreement is physically settled based on the initial forward sale price per share of $64.4356, as described more fully below).

In connection with the offering, Xcel Energy entered into separate forward sale agreements with each of Barclays Bank PLC and Bank of America, N.A. (in such capacity, the forward purchasers) under which Xcel Energy agreed to issue and sell to the forward purchasers an aggregate of 18,320,610 shares of its common stock at the initial forward sale price of $64.4356. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 2,748,091 shares of Xcel Energy’s common stock upon the same terms. If the underwriters exercise their option, Xcel Energy may elect to enter into additional forward sale agreements with the forward purchasers with respect to the additional shares or to issue and sell such shares directly to the underwriters.

Settlement of the forward sale agreements is expected to occur on or prior to June 30, 2026. Upon any physical settlement of each forward sale agreement, Xcel Energy will issue and deliver to the relevant forward purchaser shares of Xcel Energy’s common stock in exchange for cash proceeds per share, based on the initial forward sale price of $64.4356. The initial forward sale price will be subject to certain adjustments as provided in the relevant forward sale agreement. Xcel Energy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under either of the forward sale agreements.

In connection with the forward sale agreements, the forward purchasers borrowed from third-party lenders and sold to the underwriters 18,320,610 shares of Xcel Energy’s common stock at the close of the offering.

If Xcel Energy elects physical settlement of either of the forward sale agreements, it presently expects to use the net proceeds for general corporate purposes, which may include capital contributions to its utility subsidiaries, acquisitions, and/or repayment of short-term debt.

The offering was made pursuant to Xcel Energy’s effective shelf registration statement filed with the Securities and Exchange Commission (SEC). The prospectus supplement and the accompanying prospectus related to the offering are available on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint lead book-running managers for the offering:

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Barclaysprospectus@broadridge.com
(888) 603-5847

BofA Securities
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Attn: Prospectus Department|
Email: dg.prospectus_requests@bofa.com

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Xcel Energy

Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices.

This press release contains forward-looking statements regarding, among other things, Xcel Energy’s expectations regarding its offer and sale of common stock and the use of the net proceeds therefrom. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption "Special Note Regarding Forward-Looking Statements” in the prospectus supplement. In addition, Xcel Energy management retains broad discretion with respect to the allocation of net proceeds of the offering. The forward-looking statements speak only as the date of release, and Xcel Energy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.

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