Xcel Energy Inc. filed an 8-K on November 3, 2026, disclosing the November 2, 2026 pricing of a $2,200,000,000 aggregate principal amount offering of 2.625% Convertible Senior Notes due 2027 in a private placement to qualified institutional buyers under Rule 144A.

Key Highlights

  • Offering size: $2,200,000,000 in aggregate principal amount of 2.625% Convertible Senior Notes due 2027 were priced on November 2, 2026.
  • Overallotment option: Xcel Energy granted initial purchasers an option to buy up to an additional $300,000,000 aggregate principal amount within a 13-day period beginning on the date the notes are first issued.
  • Offering structure: The notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
  • Issuer: Xcel Energy Inc., a Minnesota corporation headquartered at 414 Nicollet Mall, Minneapolis, Minnesota 55401.
  • Signed by: Todd A. Wehner, Vice President, Treasurer, on behalf of Xcel Energy Inc.

Xcel Energy's $2.2 Billion Convertible Note Offering: Key Details

According to the filing, Xcel Energy Inc. issued a press release on November 2, 2026 announcing the pricing of $2,200,000,000 in aggregate principal amount of 2.625% Convertible Senior Notes due 2027. The notes were offered in a private placement structured under Rule 144A of the Securities Act of 1933, as amended, and directed to persons reasonably believed to be qualified institutional buyers. The filing does not disclose the intended use of proceeds from this offering.

The company also disclosed that it granted the initial purchasers an option to purchase up to an additional $300,000,000 aggregate principal amount of the convertible notes. The filing states this option is exercisable within a 13-day period beginning on, and including, the date the convertible notes are first issued. If exercised in full, the total offering could reach $2,500,000,000 in aggregate principal amount.

The 8-K was filed with the Securities and Exchange Commission on November 3, 2026, under Item 8.01 (Other Events), with the press release attached as Exhibit 99.01 and incorporated by reference. Xcel Energy's common stock trades on the Nasdaq Stock Market LLC under the symbol NASDAQ:XEL, and its 6.25% Junior Subordinated Notes due 2085 trade under the symbol NASDAQ:XELLL, as listed in the filing's registered-securities table.

What Was Disclosed

Xcel Energy Inc. disclosed via an 8-K the November 2, 2026 pricing of a $2,200,000,000 Rule 144A private offering of 2.625% Convertible Senior Notes due 2027, with an overallotment option for up to $300,000,000 in additional principal amount exercisable within 13 days of issuance.