Material Agreement Form 8 K

On November 4, 2024, Xcel Energy Inc., a Minnesota corporation ("Xcel Energy"), entered into separate forward sale agreements with each of Barclays Bank PLC and Bank of America, N.A., each in its capacity as a forward purchaser (collectively, the "Forward Purchasers"), relating to an aggregate of 18,320,610 shares of Xcel Energy's common stock, par value $2.50 per share (each a "Forward Sale Agreement" and, collectively, the "Forward Sale Agreements").

In connection with the Forward Sale Agreements, Xcel Energy entered into an Underwriting Agreement (the "Underwriting Agreement") with the Forward Purchasers, Barclays Capital Inc. and BofA Securities, Inc., acting in their capacities as Forward Sellers (the "Forward Sellers"), and Barclays Capital Inc. and BofA Securities, Inc., as representatives of the underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), pursuant to which the Forward Sellers sold to the Underwriters an aggregate of 18,320,610 shares of Xcel Energy common stock. As contemplated by the Forward Sale Agreements, the Forward Sellers borrowed from third parties all such shares of common stock. In addition, the Underwriters were granted a 30-day option to purchase from time to time up to an additional 2,748,091 shares of Xcel Energy common stock upon the same terms.

The Forward Sale Agreements provide for settlement on a settlement date or dates to be specified at Xcel Energy's discretion on or prior to June 30, 2026. On a settlement date or dates, if Xcel Energy decides to physically settle the Forward Sale Agreements, it will issue shares of common stock to the Forward Purchasers at the then-applicable forward sale price. The forward sale price will initially be $64.4356 per share. The Forward Sale Agreements provide that the initial forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will be decreased by an amount per share specified in the Forward Sale Agreements on each of certain dates specified in the Forward Sale Agreements. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price for such day.

Except under limited circumstances described below, Xcel Energy has the right to elect physical settlement, net share settlement or cash settlement under the Forward Sale Agreements for all or a portion of its obligations under the Forward Sale Agreements. If Xcel Energy decides to physically settle or net share settle a Forward Sale Agreement, delivery of shares of common stock by Xcel Energy to the relevant Forward Purchaser upon any physical settlement or net share settlement of such Forward Sale Agreement will result in dilution to Xcel Energy's earnings per share. If Xcel Energy elects cash or net share settlement for all or a portion of the shares of common stock underlying a Forward Sale Agreement, Xcel Energy would expect the relevant Forward Purchaser or one of its affiliates to repurchase a number of shares of common stock equal to the portion for which Xcel Energy elects cash or net share settlement in order to satisfy its obligation to return the shares of common stock such Forward Purchaser or its affiliate had borrowed in connection with sales of common stock and, if applicable in connection with net share settlement, to deliver shares of common stock to Xcel Energy. If the market value of common stock at the time of such purchase is above the forward sale price at that time, Xcel Energy will pay or deliver, as the case may be, to the relevant Forward Purchaser under the relevant Forward Sale Agreement, an amount in cash, or a number of shares of common stock with a market value, equal to such difference. Conversely, if the market value of common stock at the time of such purchase is below the forward sale price at that time, the relevant Forward Purchaser will pay or deliver, as the case may be, to Xcel Energy under the relevant Forward Sale Agreement, an amount in cash, or a number of shares of common stock with a market value, equal to such difference.

In certain circumstances, each Forward Purchaser will have the right to accelerate its Forward Sale Agreement (or, in certain cases, the portion thereof that it determines is affected by the relevant event) and require Xcel Energy to physically settle such Forward Sale Agreement on a date specified by such Forward Purchaser. These circumstances include:

The foregoing description of the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Forward Sale Agreement, which are filed as Exhibits 10.01 and 10.02 hereto.