What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-27 · 129 added, 95 removed, 687 unchanged (25% of the section changed)

14 unchanged sentences

None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended Dec.

The company and CEO entered into an aircraft time sharing agreement allowing the CEO to reimburse the company for costs associated with non-business use of company aircraft.

A copy of the agreement is filed as Exhibit 10.30 hereto.

Xcel Energy encourages non-business use of the company aircraft by the CEO when that use does not interfere with the use of company aircraft for business purposes and provides non-reimbursable access to the CEO for up to 100 hours per annum.

Among other advantages, non-business use of the aircraft provides efficiencies, a confidential work environment and enhanced security.

24, 2026, the Company approved a new executive severance and change in control plan.

Under the plan, a participant whose employment is terminated under certain circumstances will receive severance benefits (consisting of base salary, target annual incentive and certain retirement and health benefits), which are then applied to a multiple.

The multiple applied to the severance benefits is 2 for the CEO and 1.5 for the other executive officers.

If the participant is terminated within two years following a change in control, the multiple applied to the severance benefits is 3 for the CEO and 2 for the other executive officers.

Notwithstanding the foregoing, the severance multiple applied for a change in control termination impacting our currently serving executive vice presidents will be 3.

The Xcel Energy Inc.

Executive Severance and Change in Control Plan which goes into effect on March 1, 2026 is filed as Exhibit 10.33 hereto.

ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required under this Item with respect to Directors and Corporate Governance will be set forth in Xcel Energy Inc.’s Proxy Statement for its 2025 Annual Meeting of Shareholders, which is expected to be filed on April 8, 2025, incorporated by reference.

Information with respect to Executive Officers is included in Item 1 to this report.

Information required under this Item with respect to Directors and Corporate Governance will be set forth in Xcel Energy Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders under the captions “Proposal No.

1 Election of Directors,” "Board Committees," "Additional Compensation Program Features and Policies -- Insider Trading Policies and Policies on Hedging and Pledging" and “Delinquent Section 16(a) Reports” and is incorporated by reference.

Information with respect to Executive Officers is included in Item 1 to this report under the caption “Information about our Executive Officers”.

Our Code of Conduct applies to Xcel Energy Inc.’s board of directors and all Xcel Energy employees, including the Chief Executive Officer, Chief Financial Officer and Controller.

The Code of Conduct is available on our website at www.xcelenergy.com.

If any substantive amendments to the Code of Conduct are made or any waivers are granted, including any implicit waiver, from a provision of the Code of Conduct, to our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of such amendment or waiver on our website at www.xcelenergy.com, or in a report on Form 8-K.

ITEM 11 — EXECUTIVE COMPENSATION

Information required under this Item is set forth in Xcel Energy Inc.’s Proxy Statement for its 2025 Annual Meeting of Shareholders, which is incorporated by reference.

Information required under this Item is set forth in Xcel Energy Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders under the captions “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” “Executive Compensation” and “Director Compensation” and is incorporated by reference.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2025 Annual Meeting of Shareholders, which is incorporated by reference.

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders under the captions “Ownership of Securities” and “Executive Compensation -- Securities Authorized for Issuance under Equity Compensation Plans" and is incorporated by reference.

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2025 Annual Meeting of Shareholders, which is incorporated by reference.

Information required under this Item is contained in Xcel Energy Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders under the captions “Related Person Transactions” and “Board Planning and Composition – Director Independence” and is incorporated by reference.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required under this Item (aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 )) is contained in Xcel Energy Inc.’s Proxy Statement for its 2025 Annual Meeting of Shareholders, which is incorporated by reference.

34 )) is contained in Xcel Energy Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders under the caption “Independent Auditors” and is incorporated by reference.

ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

37 unchanged sentences

3, dated as of June 1, 2006, by and between Xcel Energy Inc.

Bank Trust Company (as successor to Computershare Trust Company, N.A.

), as Trustee, creating $300 million of 6.50% Senior Notes, Series due July 1, 2036

Bank Trust Company (as successor to Computershare Trust Company, N.A.), as Trustee, creating $300 million of 6.50% Senior Notes, Series due July 1, 2036

Xcel Energy Inc.

8 unchanged sentences

Supplemental Indenture No.

8, dated as of June 1, 2015, by and between Xcel Energy Inc.

and U.S Bank Trust Company (as successor to Computershare Trust Company, N.A.), as Trustee, creating $250 million aggregate principal amount of 3.30% Senior Notes, Series due June 1, 2025

Xcel Energy Inc.

Form 8-K dated June 1, 2015 4.01

Supplemental Indenture No.

10, dated as of Dec.

38 unchanged sentences

Xcel Energy Inc Form 8-K dated February 29, 2024 4.01

Supplemental Indenture No.

19, dated as of March 21, 2025 by and between Xcel Energy Inc.

Bank Trust Company, National Association (as successor to Computershare Trust Company, N.A.), as trustee, creating $350,000,000 aggregate principal amount of 4.75% Senior Notes, Series due March 21, 2028 and $750,000,000 aggregate principal amount of 5.60% Senior Notes, Series due April 15, 2035.

Xcel Energy Inc.

Form 8-K dated March 21, 2025 4.01

Junior Subordinated Indenture, dated as of October 1, 2025, by and between Xcel Energy Inc.

Bank Trust Company, National Association, as trustee.

Xcel Energy Inc.

Form 8-K dated October 7, 2025 4.01

Supplemental Indenture No.

1, dated as of October 7, 2025, by and between Xcel Energy Inc.

Bank Trust Company, National Association, as trustee, creating $900,000,000 aggregate principal amount of 6.25% Junior Subordinated Notes, Series due 2085.

Xcel Energy Inc.

Form 8-K dated October 7, 2025 4.02

Xcel Energy Inc.

Nonqualified Pension Plan (2009 Restatement)

24 unchanged sentences

Xcel Energy Inc.

Form 10-K for the year ended Dec.

31, 2024 10.08

Eleventh Amendment to the Xcel Energy Senior Executive Severance and Change in Control Policy

Xcel Energy Inc.

Form 10-Q for the quarter ended June 30, 2025 10.01

Twelfth Amendment to the Xcel Energy Senior Executive Severance and Change in Control Policy

Xcel Energy Inc.

Form 10-Q for the quarter ended June 30, 2025 10.02

Xcel Energy Inc.

Supplemental Executive Retirement Plan as amended and restated Jan.

7 unchanged sentences

31, 2008 10.07

First Amendment to Exhibit 10.

10 effective Nov.

First Amendment to Exhibit 10.1 2 effective Nov.

Xcel Energy Inc.

1 unchanged sentence

31, 2011 10.17

Second Amendment to Exhibit 10.

10 dated May 21, 2013

Second Amendment to Exhibit 10.1 2 dated May 21, 2013

Xcel Energy Inc.

1 unchanged sentence

31, 2013 10.22

Third Amendment to Exhibit 10.

10 dated Sept.

Third Amendment to Exhibit 10.1 2 dated Sept.

Xcel Energy Inc.

1 unchanged sentence

30, 2016 10.01

Fourth Amendment to Exhibit 10.

10 dated Oct.

Fourth Amendment to Exhibit 10.1 2 dated Oct.

Xcel Energy Inc.

49 unchanged sentences

2024 Equity Incentive Plan for awards since 2025.

Form of Award Agreement for Performance S tock Units under the Xcel Energy Inc.

Form of Award Agreement for Performance Stock Units under the Xcel Energy Inc.

2024 Equity Incentive Plan for awards since 2025.

13 unchanged sentences

25, 2025, between Xcel Energy Services Inc., as Operator, and the Chief Executive Officer of Operator

Fourth Amended and Restated Credit Agreement, dated as of September 19, 2022, among Xcel Energy Inc., as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, and Citibank, N.A., MUFG Bank, Ltd., and Wells Fargo Bank, National Association., as Documentation Agents

Xcel Energy Inc.

Form 8-K dated Sept.

Form 10-K for the year ended Dec.

31, 2024 10.30

Xcel Energy Inc.

Executive Severance and Change in Control Plan (Effective March 1, 2026)

Fifth Amended and Restated Credit Agreement, dated as of May 6, 2025, among Xcel Energy Inc., as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents and the several lenders party thereto.

Xcel Energy Inc.

Form 8-K dated May 6, 2025 99.01

364-Day Delayed Draw Term Loan Agreement dated as of January 30, 2026 among Xcel Energy Inc., as Borrower, the several lenders from time to time parties thereto, and U.S.

Bank National Association, as Administrative Agent.

Xcel Energy Inc.

Form 8-K dated February 2, 2026 10.01

Securities Trading Overall Policy

Xcel Energy Inc.

Form 10-K for the year ended Dec.

31, 2024 19.1

Securities Trading for Pre-Clearance Persons Policy

Xcel Energy Inc.

Form 10-K for the year ended Dec.

31, 2024 19.2

NSP-Minnesota

2 unchanged sentences

Form S-3 dated April 18, 2018 4(b)(3)

Supplemental Trust Indenture, dated as of June 1, 1995, from NSP-Minnesota to Harris Trust and Savings Bank, as Trustee, creating $250 million aggregate principal amount of 7.125% First Mortgage Bonds, Series due July 1, 2025

Xcel Energy Inc.

Form 10-K for the year ended Dec.

31, 2017 4.11

Supplemental Trust Indenture, dated as of March 1, 1998, from NSP-Minnesota to Harris Trust and Savings Bank, as Trustee, creating $150 million aggregate principal amount of 6.5% First Mortgage Bonds, Series due March 1, 2028

48 unchanged sentences

NSP-Minnesota Form 8-K dated February 29, 2024 4.01

Supplemental Trust Indenture dated as of April 1, 2025 between Northern States Power Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, creating $600,000,000 aggregate principal amount of 5.05% First Mortgage Bonds, Series due May 15, 2035 and $500,000,000 aggregate principal amount of 5.65% First Mortgage Bonds, Series due May 15, 2055.

NSP-Minnesota Form 8-K dated May 5, 2025 4.01

Restated Interchange Agreement dated Jan.

2 unchanged sentences

21, 2004 10.01

Fourth Amended and Restated Credit Agreement, dated as of September 19, 2022, among NSP-Minnesota, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, and Citibank, N.A., MUFG Bank, Ltd., and Wells Fargo Bank, National Association, as Documentation Agents

Fifth Amended and Restated Credit Agreement, dated as of May 6, 2025, among Northern States Power Company, a Minnesota corporation, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents and the several lenders party thereto.

Xcel Energy Inc.

Form 8-K dated Sept.

19, 2022 99.02

Form 8-K dated May 6, 2025 99.02

NSP-Wisconsin

50 unchanged sentences

21, 2004 10.01

Fourth Amended and Restated Credit Agreement, dated as of Sept.

19, 2022, among NSP-Wisconsin, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, and Citibank, N.A., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents

Fifth Amended and Restated Credit Agreement, dated as of May 6, 2025, among Northern States Power Company, a Wisconsin corporation, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents and the several lenders party thereto.

Xcel Energy Inc.

Form 8-K dated Sept.

19, 2022 99.05

Form 8-K dated May 6, 2025 99.05

Indenture, dated as of Oct.

35 unchanged sentences

Supplemental Indenture No.

25, dated as of May 1, 2015, by and between PSCo and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as Trustee, creating $250 million aggregate principal amount of 2.90% First Mortgage Bonds, Series No.

28 due May 15, 2025

PSCo Form 8-K dated May 12, 2015 4.01

Supplemental Indenture No.

26, dated as of June 1, 2016, by and between PSCo and U.S.

55 unchanged sentences

PSCo Form 8-K dated April 4, 2024 4.01

Fourth Amended and Restated Credit Agreement, dated as of September 19, 2022, among PSCo, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, and Citibank, N.A., MUFG Bank, Ltd., and Wells Fargo Bank, National Association, as Documentation Agents

Supplemental Indenture No.

36 dated as of March 1, 2025, between Public Service Company of Colorado and U.S.

Bank Trust Company, National Association, as successor Trustee, creating $600 million principal amount of 5.85% First Mortgage Bonds, Series No.

PSCo Form 8-K dated March 20, 2025 4.03

Supplemental Indenture No.

37 dated as of August 1, 2025, between Public Service Company of Colorado and U.S.

Bank Trust Company, National Association, as successor Trustee, creating $800,000,000 million principal amount of 5.15% First Mortgage Bonds, Series No.

PSCo Form 8-K dated August 7, 2025 4.03

Fifth Amended and Restated Credit Agreement, dated as of May 6, 2025, among Public Service Company of Colorado, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents and the several lenders party thereto.

Xcel Energy Inc.

Form 8-K dated Sept.

19, 2022 99.03

Form 8-K dated May 6, 2025 99.03

Indenture, dated as of Feb.

70 unchanged sentences

SPS Form 8-K dated June 6, 2024 4.02

Fourth Amended and Restated Credit Agreement, dated as of Sept.

19, 2022, among SPS, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, and Citibank, N.A., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents

Supplemental Indenture No.

12 dated as of April 15, 2025 between Southwestern Public Service Company and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as Trustee, creating 5.30% First Mortgage Bonds, Series No.

SPS Form 8-K dated May 2, 2025 4.02

Fifth Amended and Restated Credit Agreement, dated as of May 6, 2025, among Southwestern Public Service Company, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A.

and Barclays Bank PLC, as Syndication Agents, Citibank, N.A., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd.

and Wells Fargo Bank, National Association, as Documentation Agents and the several lenders party thereto.

Xcel Energy Inc.

Form 8-K dated Sept.

19, 2022 99.04

Form 8-K dated May 6, 2025 99.04

Xcel Energy Inc.

44 unchanged sentences

XCEL ENERGY INC.

CONDENSED STATEMENTS OF CASH FLOWS

(amounts in millions)

Year Ended Dec.

2025 2024 2023

Operating activities

Net cash provided by operating activities $ 878 $ 1,459 $ 1,586

Investing activities

Capital contributions to subsidiaries ( 4,067 ) ( 2,184 ) ( 975 )

Investment in debt securities — intercompany ( 607 ) ( 105 ) —

Net return in the utility money pool ( 171 ) 21 21

Net cash used in investing activities ( 4,845 ) ( 2,268 ) ( 954 )

Financing activities

Proceeds from (repayment of) short-term borrowings, net 615 70 ( 66 )

Proceeds from issuance of long-term debt 1,970 795 792

Repayment of long-term debt ( 600 ) — ( 500 )

Proceeds from issuance of common stock 3,349 1,117 270

Dividends paid ( 1,282 ) ( 1,175 ) ( 1,092 )

Other ( 6 ) ( 6 ) ( 13 )

Net cash provided by (used in) financing activities 4,046 801 ( 609 )

Net change in cash, cash equivalents, and restricted cash 79 ( 8 ) 23

Cash, cash equivalents and restricted cash at beginning of period 16 24 1

Cash, cash equivalents and restricted cash at end of period $ 95 $ 16 $ 24

See Notes to Condensed Financial Statements

XCEL ENERGY INC.

CONDENSED BALANCE SHEETS

24 unchanged sentences

See Notes to Condensed Financial Statements

XCEL ENERGY INC.

CONDENSED STATEMENTS OF CASH FLOWS

(amounts in millions)

Year Ended Dec.

2024 2023 2022

Operating activities

Net cash provided by operating activities $ 1,459 $ 1,586 $ 1,340

Investing activities

Capital contributions to subsidiaries ( 2,184 ) ( 975 ) ( 921 )

Investment in debt securities — intercompany ( 105 ) — —

Net return in the utility money pool 21 21 —

Net cash used in investing activities ( 2,268 ) ( 954 ) ( 921 )

Financing activities

Proceeds from (repayment of) short-term borrowings, net 70 ( 66 ) ( 407 )

Proceeds from issuance of long-term debt 795 792 694

Repayment of long-term debt — ( 500 ) —

Proceeds from issuance of common stock 1,117 270 322

Dividends paid ( 1,175 ) ( 1,092 ) ( 1,012 )

Other ( 6 ) ( 13 ) ( 16 )

Net cash provided by (used in) financing activities 801 ( 609 ) ( 419 )

Net change in cash, cash equivalents, and restricted cash ( 8 ) 23 —

Cash, cash equivalents and restricted cash at beginning of period 24 1 1

Cash, cash equivalents and restricted cash at end of period $ 16 $ 24 $ 1

See Notes to Condensed Financial Statements

Notes to Condensed Financial Statements

24 unchanged sentences

Exposure Triggering

Guarantees of Capital Services purchase contracts for wind and solar generating equipment Xcel Energy Inc.

Guarantees of Capital Services equipment purchase contracts Xcel Energy Inc.

Guarantees of Xcel Energy Services Inc.

2 unchanged sentences

Xcel Energy Inc.

(a) Given that the manufacturing of equipment has not yet commenced, related exposure to the performance obligations of Capital Services at Dec.

31, 2024 has been assessed as immaterial.

(a) Relative to the guaranteed performance obligations of Capital Services, vendors have completed approximately 60% of the manufacturing required to deliver completed equipment.

(b) Nonperformance and/or nonpayment.

15 unchanged sentences

presents related party receivables net of payables.

Accounts receivable net of payables with affiliates at Dec.

Accounts and notes receivable net of payables with affiliates at Dec.

(Millions of Dollars) 2025 2024

13 unchanged sentences

Money pool lending for Xcel Energy Inc.:

(Amounts in Millions, Except Interest Rates) Year Ended Dec.

31, 2024 Year Ended Dec.

31, 2023 Year Ended Dec.

(Amounts in Millions, Except Interest Rates) Three Months Ended Dec.

31, 2025 Year Ended

2025 2024 2023

Loan outstanding at period end $ 171 $ 171 $ — $ 21

4 unchanged sentences

Money pool interest income $ — $ 1 $ 1 $ 1

There were no money pool activities for quarter ended December 31, 2024.

During 2024, Xcel Energy Inc.

purchased $ 166 million in aggregate principal amounts of NSP-Minnesota’s 2.60 % First Mortgage Bonds Series due June 1, 2051 for $ 105 million.

During 2025, Xcel Energy Inc.

purchased $ 787 million in aggregate principal amounts of NSP-Minnesota’s 4.125 % First Mortgage Bonds Series due May 15, 2044, 4.00 % First Mortgage Bonds Series due August 15, 2045, 3.60 % First Mortgage Bonds Series due May 15, 2046, 2.90 % First Mortgage Bonds Series due March 1, 2050, 2.60 % First Mortgage Bonds Series due June 1, 2051, and 3.20 % First Mortgage Bonds Series due April 1, 2052, for $ 607 million.

See notes to the consolidated financial statements in Part II, Item 8.

28 unchanged sentences

Lynn Casey Director

Maria Demaree Director

Netha Johnson Director

3 unchanged sentences

Charles Pardee Director

Christopher J.

Policinski Director

James Prokopanko Director

1 unchanged sentence

Timothy Welsh Director

Kim Williams Director

Daniel Yohannes Director

Van Abel Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures