What is Xcel Energy announcing in this 8-K?

Xcel Energy announced the commencement of three separate cash tender offers by its subsidiary Northern States Power Company (Minnesota) to purchase up to $345 million aggregate principal amount of certain outstanding first mortgage bonds. The offers are governed by an Offer to Purchase dated December 15, 2025.

How is the price paid to bondholders determined?

The Total Consideration per $1,000 principal amount is based on a fixed spread of +45 basis points plus the bid-side yield of the applicable U.S. Treasury reference security (the 4.625% UST due November 15, 2045), measured as of 10:00 a.m. NY time on December 19, 2025. Holders also receive accrued and unpaid interest up to, but excluding, the Settlement Date.

Will all tendered bonds be purchased?

Not necessarily. The $345 million cap is below the combined outstanding principal of the three series, so acceptance depends on the Acceptance Priority Levels and the Maximum Purchase Condition. Xcel may accept, waive conditions for, or terminate offers for certain series. Each accepted series is purchased in full with no proration, but some series may not be accepted at all.

When are the key deadlines and when will payment be made?

The offers expire at 5:00 p.m. NY time on December 19, 2025, and tenders may be withdrawn until that same time. The guaranteed delivery deadline is expected December 23, 2025, and settlement is expected December 24, 2025, unless extended.

Does this announcement change Xcel Energy's financial outlook?

The 8-K does not disclose the purpose of the offers beyond the bond repurchase itself, nor does it quantify the impact on NSPM's debt, interest expense, or earnings. It also contains no guidance or outlook changes, so the financial effect cannot be determined from this filing alone.

XEL/XELLL 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed December 15, 2025. Cited figures are marked; the original filing is the authoritative source.

Xcel Energy Inc. (NASDAQ: XEL) announced on December 15, 2025 the commencement of three separate cash tender offers by its wholly owned subsidiary, Northern States Power Company (Minnesota), to repurchase up to $345 million^a aggregate principal amount of its first mortgage bonds.

The offers cover three series: the 3.600% bonds due May 2046 (up to $350 million^b outstanding, including $5.4 million held by Xcel and not subject to the offer), the 4.00% bonds due August 2045 ($300 million outstanding), and the 4.125% bonds due May 2044 ($300 million outstanding). Each series is priced at a fixed spread of +45 bps over the referenced 4.625% U.S. Treasury due November 15, 2045, with pricing set at 10:00 a.m. New York time on December 19, 2025.

The offers are structured by acceptance priority, with the 2046 bonds at Level 1, the 2045 bonds at Level 2, and the 2044 bonds at Level 3. Because the $345 million^c cap is below the combined outstanding principal of the three series, not all tendered bonds are expected to be purchased in full. Xcel may terminate, waive the maximum purchase condition, or accept lower-priority series depending on tender levels.

No series will be prorated, meaning that any series accepted will be purchased in full. Expiration is 5:00 p.m. New York time on December 19, 2025, with settlement expected December 24, 2025, and guaranteed delivery through December 23, 2025.

For investors, this is primarily a liability management action rather than a new financing or a change in operating outlook. The filing does not disclose the purpose of the tender in detail, and the 8-K itself does not quantify the financial impact on NSPM's debt balance, interest expense, or earnings. Holders who tender will receive the Total Consideration plus accrued interest, and the offers carry no obligation to purchase, so actual repurchase amounts remain uncertain until the December 19 pricing and expiration.

02—Key points

Key Highlights

Xcel Energy's subsidiary Northern States Power Company (NSPM) launched three separate tender offers to repurchase up to $345 million aggregate principal of first mortgage bonds for cash.
Three bond series are targeted: 3.600% due May 2046 (Priority Level 1, up to $350M outstanding), 4.00% due August 2045 (Priority Level 2, $300M outstanding), and 4.125% due May 2044 (Priority Level 3, $300M outstanding).
Pricing is set at a fixed spread of +45 bps over the 4.625% U.S. Treasury due November 15, 2045, with the Price Determination Date on December 19, 2025 at 10:00 a.m. NY time.
Offers expire December 19, 2025 at 5:00 p.m. NY time; guaranteed delivery deadline is expected December 23, 2025, and settlement is expected December 24, 2025.
Because the $345M cap is below total outstanding principal across the series, acceptance depends on priority levels and the Maximum Purchase Condition; no series will be prorated.
Xcel reserves the right to waive or increase the maximum purchase amount, terminate offers, or alter terms, and the offers are not conditioned on tendering a minimum amount or on the other offers.
The filing is a liability management action by a subsidiary's debt; it does not disclose new financing, guidance changes, or the expected financial impact on earnings or interest expense.

03—Questions

Frequently Asked Questions

What is Xcel Energy announcing in this 8-K?
Xcel Energy announced the commencement of three separate cash tender offers by its subsidiary Northern States Power Company (Minnesota) to purchase up to $345 million aggregate principal amount of certain outstanding first mortgage bonds. The offers are governed by an Offer to Purchase dated December 15, 2025.
How is the price paid to bondholders determined?
The Total Consideration per $1,000 principal amount is based on a fixed spread of +45 basis points plus the bid-side yield of the applicable U.S. Treasury reference security (the 4.625% UST due November 15, 2045), measured as of 10:00 a.m. NY time on December 19, 2025. Holders also receive accrued and unpaid interest up to, but excluding, the Settlement Date.
Will all tendered bonds be purchased?
Not necessarily. The $345 million cap is below the combined outstanding principal of the three series, so acceptance depends on the Acceptance Priority Levels and the Maximum Purchase Condition. Xcel may accept, waive conditions for, or terminate offers for certain series. Each accepted series is purchased in full with no proration, but some series may not be accepted at all.
When are the key deadlines and when will payment be made?
The offers expire at 5:00 p.m. NY time on December 19, 2025, and tenders may be withdrawn until that same time. The guaranteed delivery deadline is expected December 23, 2025, and settlement is expected December 24, 2025, unless extended.
Does this announcement change Xcel Energy's financial outlook?
The 8-K does not disclose the purpose of the offers beyond the bond repurchase itself, nor does it quantify the impact on NSPM's debt, interest expense, or earnings. It also contains no guidance or outlook changes, so the financial effect cannot be determined from this filing alone.

04—Continue

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