8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 15, 2025

Xcel Energy Inc.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction

of incorporation)


001-3034		41-0448030
(Commission File Number)		(IRS Employer Identification No.)

414 Nicollet Mall, Minneapolis, Minnesota		55401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (612) 330-5500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $2.50 par value per share	XEL	Nasdaq Stock Market LLC
6.25% Junior Subordinated Notes due 2085	XELLL	Nasdaq Stock Market LLC

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 December 15, 2025, Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), issued a press release announcing the commencement of three separate offers (the “Offers”) to purchase for cash up to $345,000,000 aggregate principal amount of certain outstanding first mortgage bonds issued by Northern States Power Company, a Minnesota corporation and a wholly owned subsidiary of Xcel Energy. The Offers are being made pursuant to, and are subject to the satisfaction or waiver of the terms and conditions set forth in, the Offer to Purchase, dated December 15, 2025 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery.

A copy of the press release is attached hereto as Exhibit 99.01 and the information set forth therein is incorporated herein by reference.

The information contained in this Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery and only in such jurisdictions as is permitted under applicable law.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit		Description

99.01		Press Release dated December 15, 2025.

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: December 15, 2025

SEC Form 8-K filed by Xcel Energy Inc.