XEL · Xcel Energy Inc.

Xcel Energy Inc. has established a significant equity distribution program through the Equity Distribution Agreement dated May 1, 2026, providing flexible capital-raising capacity of up to $4.3 billion. This agreement enables multiple sales methods, including at-the-market offerings through 22 named Sales Agents and sophisticated forward transactions with corresponding Forward Purchasers. The structure supports both immediate cash generation via direct stock sales and deferred proceeds through Initially Priced Forward Transactions (settled physically for cash proceeds equal to initial forward price times shares) and Collared Forward Transactions (with floor/cap pricing determined post-hedging period and prepayment mechanics). Sales agents earn commissions up to 1% of gross sales price, with forward hedge commissions embedded in forward pricing. All shares are backed by an existing S-3 shelf registration (File No. 333-278797), with a prospectus supplement filed May 1, 2026. The legal opinion from Amy L. Schneider (Exhibit 5.01) confirms shares will be validly issued, fully paid, and nonassessable upon issuance per agreement terms. This program gives Xcel Energy substantial dry powder for future financing needs while minimizing immediate dilution through forward structures, though forward settlements carry pricing risks based on market conditions, hedging dynamics, and settlement elections (cash, physical, or net share).