On October 30, 2026, Xcel Energy Inc. ("Xcel Energy") entered into an equity distribution agreement (the "Equity Distribution Agreement") with (i) Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, CIBC World Markets Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities International, Inc. (acting through BTIG, LLC as agent), RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents (in such capacity, each, a "Sales Agent" and, collectively, the "Sales Agents"), and (ii) Barclays Bank PLC, Bank of Montreal, BNP PARIBAS, The Bank of New York Mellon, Bank of America, N.A., Canadian Imperial Bank of Commerce, Citibank, N.A., Goldman Sachs & Co. LLC, Goldman Sachs International, Huntington Securities, Inc., Jefferies LLC, Jefferies Financial Services, Inc., JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (in such capacity, each, a "Forward Purchaser" and, collectively, the "Forward Purchasers"). Under the Equity Distribution Agreement, Xcel Energy may offer and sell, from time to time, shares of Xcel Energy’s common stock (par value $2.50 per share) ("Common Stock") having an aggregate gross sales price of up to $6,000,000,000 through the Sales Agents and the Forward Sellers (as defined below).
In connection with Xcel Energy’s entry into the Equity Distribution Agreement, its "at-the-market" equity offering program pursuant to a prior equity distribution agreement, dated as of May 1, 2026, was terminated. As of its termination, shares of Common Stock having an aggregate offering price of approximately $448.6 million remained unsold under the prior equity distribution agreement. In addition, shares of Common Stock with an aggregate offering price of approximately $3.8 billion are subject to outstanding forward sale agreements entered into pursuant to the prior equity distribution agreement that will remain outstanding following its termination in accordance with the terms of the prior equity distribution agreement. Further, shares of Common Stock with an aggregate offering price of approximately $2.2 billion are subject to outstanding forward sale agreements entered into pursuant to Xcel Energy’s equity distribution agreement, dated as of August 1, 2025, which was terminated in accordance with its terms prior to Xcel Energy’s entry into the prior equity distribution agreement.
In accordance with the terms of the Equity Distribution Agreement, Xcel Energy may issue and sell shares of Common Stock covered by the prospectus supplement described below at any time and from time to time through the Sales Agents. The Sales Agents may act as agent on Xcel Energy’s behalf or purchase shares of Common Stock from Xcel Energy as principal for their own accounts.