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) February 25, 2025

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:

☐ 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On February 25, 2025, Timothy O’Connor, Executive Vice President, Chief Operations Officer at Xcel Energy Inc. (“Xcel Energy”), provided notice that he will retire from his current role at Xcel Energy on May 1, 2025. In connection with the foregoing, Xcel Energy announced that effective May 1, 2025, Michael Lamb will begin serving as Executive Vice President, Chief Delivery Officer, and Scott Sharp will begin serving as Executive Vice President, Chief Generation Officer. Mr. Lamb has served in various roles since joining Xcel Energy in 1985. Most recently, he has served as Senior Vice President, Customer Delivery since September 2024. From June 2023 to August 2024 he served as Senior Vice President, Distribution and Gas, and from 2018 to May 2023 he served as Senior Vice President, Transmission. Mr. Sharp has served in various roles since joining Xcel Energy in 2000. He has served most recently as Senior Vice President, Energy Supply since April 2023. From 2020 to April 2023 he served as Vice President, Energy Supply Operations, and from 2018 to 2020 he served as site vice president at the Prairie Island Nuclear Generating Plant in Minnesota. Mr. O’Connor will remain an employee of Xcel Energy and provide transition services from May 1, 2025 to August 21, 2025.

A copy of the press release announcing these leadership changes is filed as Exhibit 99.01 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

SIGNATURE

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.

Document

Exhibit 99.01

Xcel Energy chief operations officer to retire this summer

Two internal executive appointments announced in accordance with succession planning process

MINNEAPOLIS (March 3, 2025) — Xcel Energy Inc. (NASDAQ: XEL) announced today that Timothy O’Connor, executive vice president, chief operations officer, will retire from the company this summer after nearly two decades of service.

In accordance with the company’s succession planning process, two internal executive appointments were announced, which will be effective May 1:

•Scott Sharp will be named executive vice president, chief generation officer, adding oversight of Nuclear to his portfolio of Energy Supply and Commercial Operations.

•Michael Lamb will be named executive vice president, chief delivery officer. He has led the company’s Customer Delivery group since last year, overseeing the business areas of Electric Distribution and Transmission, Gas Distribution and Transmission, Wildfire Risk Management and Operations Process & Performance. He will add the Major Projects Group to his portfolio. Lamb also will become the coordinating officer for the Operations, Nuclear, Environmental and Safety (ONES) committee of the Xcel Energy board of directors.

Sharp and Lamb both will serve on the company’s Executive Committee and report to Bob Frenzel, chairman, president and CEO. O’Connor will transition into an advisory role through August, reporting to Frenzel.

“Xcel Energy benefits from a strong pipeline of leadership that we have built – and continue to build – over time so that we are prepared for change when it inevitably occurs,” Frenzel said. “Our company has been extremely fortunate to benefit from Tim’s four decades of nuclear and operations experience, and we appreciate his years of dedicated service to our employees, customers and communities.”

O’Connor joined Xcel Energy in 2007 as a vice president at the Monticello Nuclear Generating Plant in Minnesota. He led the company’s Nuclear group for eight years before being elevated in 2020 to executive vice president, chief generation officer, and to his current role in 2021. O’Connor has represented Xcel Energy on several executive advisory groups, including the Department of Energy’s Idaho National Laboratory Nuclear Science and Technology areas, the Holtec Decommissioning advisory board, Nuclear Energy Institute’s industry labor management committee and the Terrestrial Energy industry advisory committee. He also worked in a reverse loaned assignment with the Institute of Nuclear Power Operations.

Sharp joined Xcel Energy in 2000 and has more than three decades of experience operating power plants. His leadership roles have included senior vice president, Energy Supply and Commercial Operations; site vice president at the Prairie Island Nuclear Generating Plant in Minnesota; and vice president, Nuclear Operations. He serves on the nonprofit board of the Carpenter Nature Center in Minnesota, as well as lending his expertise to the NuScale Advisory Board and Small Modular Reactor Start Board for development and promotion of next-generation nuclear technology.

Exhibit 99.01

Lamb joined Xcel Energy in 1985 and has held a number of leadership roles, including senior vice president, Customer Delivery; senior vice president, Transmission; and vice president, Enterprise Transformation Office & Operating Services. He serves on several nonprofit boards, including the Association of Edison Illuminating Companies, American Gas Association, Southern Gas Association and Minndependent.

“Scott and Michael have a combined nearly 65 years of service with Xcel Energy,” Frenzel said. “Their deep organizational acumen, focused on safety, operational excellence and continuous improvement, will allow us to continue to make energy work better for our customers every day. I look forward to working with them in their new roles and continuing to benefit from their leadership and expertise.”

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About Xcel Energy

Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices. For more information, visit xcelenergy.com or follow us on X and Facebook.