Xcel Energy Inc. filed an 8-K on November 2, 2026, disclosing a proposed private offering of $2,000,000,000 in aggregate principal amount of convertible senior notes due 2027 to qualified institutional buyers under Rule 144A.

Key Highlights

  • Offering size: Xcel Energy proposed $2,000,000,000 in aggregate principal amount of convertible senior notes due 2027.
  • Overallotment option: Initial purchasers may be granted an option to buy up to an additional $300,000,000 in aggregate principal amount of the convertible notes.
  • Option period: The overallotment option window is a 13-day period beginning on, and including, the date the convertible notes are first issued.
  • Offering type: The offering is a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
  • Registrant: Xcel Energy Inc. is a Minnesota corporation headquartered at 414 Nicollet Mall, Minneapolis, Minnesota 55401.
  • Signatory: The filing was signed by Todd A. Wehner, Vice President, Treasurer, on November 2, 2026.

Xcel Energy Announces $2 Billion Rule 144A Convertible Notes Offering

According to the 8-K filed with the U.S. Securities and Exchange Commission on November 2, 2026, Xcel Energy Inc. (NASDAQ:XEL) issued a press release on the same date announcing a proposed offering of convertible senior notes. The offering is structured as a private placement to persons reasonably believed to be qualified institutional buyers, conducted pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes are set to mature in 2027.

The filing discloses that the proposed aggregate principal amount of the convertible notes is $2,000,000,000. In addition, the company disclosed that it "expects to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date the convertible notes are first issued, up to an additional $300,000,000 aggregate principal amount of the convertible notes." If exercised in full, the total offering could reach $2,300,000,000 in aggregate principal amount.

The 8-K was filed under Item 8.01 (Other Events) and includes as Exhibit 99.01 a copy of the press release dated November 2, 2026. Xcel Energy also has 6.25% Junior Subordinated Notes due 2085, trading under the symbol XELLL on the Nasdaq Stock Market LLC, listed alongside its common stock on the cover page of the filing. The report was signed by Todd A. Wehner in his capacity as Vice President, Treasurer.

What Was Disclosed

Xcel Energy filed an 8-K on November 2, 2026, reporting a proposed $2,000,000,000 Rule 144A private offering of convertible senior notes due 2027, with an option for initial purchasers to acquire up to $300,000,000 in additional notes within a 13-day window.