xel-20260729

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) July 29, 2026


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)


612			330-5500
(Registrant’s Telephone Number, Including Area Code)


N/A
(Former Name, Former Address and Former Fiscal Year, 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:

☐ 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 (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.

(d) Election of New Director

On July 29, 2026, the Board of Directors (the “Board”) of Xcel Energy Inc. (“Xcel Energy”) elected Peter Carter, 63, to begin serving on the Board effective immediately for a term expiring at the Xcel Energy 2027 Annual Meeting of Shareholders. Mr. Carter was also appointed to serve on the Board’s Audit Committee and Governance, Compensation and Nominating Committee. The Board determined that Mr. Carter is independent and meets the applicable director independence requirements of the Nasdaq Stock Market LLC and Xcel Energy’s director independence standards. In connection with the election of Mr. Carter, the Board increased the number of Xcel Energy directors from 10 to 11 pursuant to Xcel Energy’s Bylaws.

Since April 2026, Mr. Carter has served as President of Delta Air Lines, Inc., a global airline company headquartered in Atlanta, Georgia (“Delta”). Prior to that, he served as Delta’s Executive Vice President, Chief External Affairs Officer from October 2022 to April 2026 and as Executive Vice President, Chief Legal Officer from 2015 to October 2022. From 1999 to 2015, Mr. Carter was a Partner at the Dorsey & Whitney LLP law firm.

Mr. Carter will receive compensation for his Board service consistent with the compensation received by Xcel Energy’s other non-employee directors as disclosed in the Summary of Non-Employee Director Compensation, approved on May 20, 2026, filed as Exhibit 10.01 hereto and incorporated herein by reference. Mr. Carter’s compensation will be prorated from the commencement of his service on the Board to the date of the 2027 Annual Meeting of Shareholders. Except for the foregoing compensation arrangement, there is no arrangement or understanding between Mr. Carter and any other person pursuant to which Mr. Carter was elected as a director. There are no related person transactions involving Mr. Carter that are reportable under Item 404(a) of Regulation S‑K.

A copy of the press release announcing Mr. Carter’s election to the Board is filed as Exhibit 99.01 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit						Description
10.01						Summary of Non-Employee Director Compensation, approved on May 20, 2026
99.01						Press Release dated July 29, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


July 29, 2026			Xcel Energy Inc. (a Minnesota corporation)

			/s/ AMY SCHNEIDER
			Amy Schneider
			Vice President, Corporate Secretary and Securities

Exhibit 10.01

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

(Approved on May 20, 2026)

The Governance, Compensation and Nominating (“GCN”) Committee of the Board of Directors (the “Board”) of Xcel Energy Inc. has authority to develop and recommend compensation policies and programs for directors. Only non-employee directors are compensated for their Board service. Annual pay consists of the following:

• Annual Retainer: $135,000

• Lead Independent Director: $45,000

• Audit Committee Chair: $25,000

• Finance Committee Chair: $20,000

• GCN Committee Chair: $25,000

• Operations, Nuclear, Environmental and Safety Committee Chair: $20,000

Directors receive 25% of the applicable annual pay each quarter (pro-rated for partial service during the quarter). Directors may elect to defer all or a portion of their cash retainer into stock equivalent units (see “Stock Program” below). We do not offer retirement benefits to our directors.

Annual Equity Grant

Directors elected at the annual shareholders meeting each receive a grant of shares of common stock or stock equivalent units representing approximately $180,000 in value on the first business day following the annual shareholders meeting. Stock equivalent units are payable upon the director’s death, disability or termination of service. Terms of the stock equivalent units are discussed below under “Stock Program.”

Stock Program

Our director compensation program aligns director and shareholder interests, and our Stock Program is designed to further that principle. Directors can elect to receive their annual equity grant in shares of common stock and/or stock equivalent units. Each stock equivalent unit has a value equal to one share of our common stock. Stock equivalent units cannot be voted by a director and are only payable as a distribution of whole shares of our common stock upon a director’s termination of service, disability or death. The stock equivalent units fluctuate in value with the value of our common stock. Additional stock equivalent units are accumulated upon the payment of, and at the same value as, dividends declared on our common stock. Distributions of stock equivalent units from the Stock Program are made starting in the first quarter of the year following a director's separation from service. Directors may elect to receive distributions either in a lump sum or in annual installments over two to ten years.

Directors are also able to defer compensation into stock equivalent units under our Stock Program until after retirement from the Board or separation from service as a director. Directors who elect to defer cash compensation into stock equivalent units receive a premium of 20% of the compensation that was deferred.

Exhibit 99.01


			Xcel Energy Media Relations 414 Nicollet Mall, 401-7 Minneapolis, MN 55401 612-215-5300 [email protected] xcelenergy.com

Xcel Energy elects Peter Carter to board of directors

Carter drives enterprise strategy and vision as Delta’s president

MINNEAPOLIS (July 29, 2026) — Xcel Energy (NASDAQ: XEL) announced that Peter Carter has been elected to its board of directors, effective today.

Carter serves as the president of Delta Air Lines, where he drives the company’s enterprise strategy, global policy matters and global market position. He plays a central role in shaping and protecting Delta’s ability to compete, grow and innovate. Under Peter’s leadership, Delta collaborates with industry stakeholders to deliver a more sustainable future of travel; works closely with international partners to strengthen joint ventures and alliances; and ensures customers benefit from seamless global connectivity and a high-quality experience across Delta’s global network.

Prior to assuming the role of president, Carter served as Delta’s chief external affairs officer, chief legal officer and corporate secretary. Before joining the company in 2015, Carter was a partner with the Dorsey & Whitney law firm for 23 years.

“Peter’s appointment reflects our commitment to strong, forward-looking leadership that will help guide Xcel Energy through a rapidly evolving energy landscape,” said Bob Frenzel, chairman, president and CEO of Xcel Energy. “We are pleased to welcome him and believe his strategic vision and customer focus will strengthen our efforts to make energy work better for the communities we serve.”

Carter will serve on the Audit committee and the Governance, Compensation and Nominating committee. With his addition, the company’s Board of Directors will have 11 members.

"I'm honored to join Xcel Energy's board," Carter said. "Like Delta, Xcel Energy plays an essential role in the everyday lives of the millions of customers and communities it serves. I’m looking forward to bringing my perspective to the Xcel Energy team to support the company’s continued growth and innovation as it navigates a rapidly changing energy landscape."

Carter holds a Juris Doctor degree from the University of Minnesota Law School and a Bachelor of Arts degree from the University of Notre Dame.

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About Xcel Energy

Xcel Energy (NASDAQ: XEL) is a leading energy provider, dedicated to serving millions of customers with excellence. We make energy work better for customers, helping them thrive every day. That means always raising the bar — delivering better service and providing more reliable, resilient and sustainable energy.

We are committed to leading the clean energy transition, meeting our customers’ need for more, cleaner power, while keeping bills as low as possible. Because the people we serve depend on us to power their lives.

Headquartered in Minneapolis, we work every day to generate and distribute electricity and gas to customers across eight states: Minnesota, Colorado, Wisconsin, Michigan, North Dakota, South Dakota, New Mexico and Texas. For more information, visit xcelenergy.com or follow us on X and Facebook.