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XCEL ENERGY INC

For the period ended May 20, 2026. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Apr 7, 2026

XEL$79.67-0.9%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material pursuant to §240.14a-12 XCEL ENERGY INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2026 ANNUALMEETING OF SHAREHOLDERS414 Nicollet MallMinneapolis, MN 55401
Meeting InformationVoting Information
Time and Date12:00 p.m. Central TimeMay 20, 2026•Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting. •Your broker will NOT be able to vote your shares on the election of directors or advisory approval of our executive compensation unless you have given your broker specific instructions to do so. We strongly encourage you to vote.•You may vote via the internet, by telephone or, if you have received a printed version of the proxy materials, by mail.•If you wish to vote your shares during the virtual meeting, you need the control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend you sign in at least 15 minutes before the meeting to ensure that you are signed in when the meeting begins.•The virtual meeting platform provides shareholders with rights comparable to an in-person meeting, including the ability to ask questions. Please refer to "How Can I Vote My Shares?" and "How Do I Attend the Annual Meeting?" on pages 63 to 65 of the proxy statement.
How to AttendVia the internet at www.virtualshareholdermeeting.com/XEL2026. There will be no physical meeting location.
Record DateHolders of record of our common stock as of March 23, 2026 are entitled to receive notice of and vote at the meeting.
Mailing DateThese proxy materials and our 2025 Annual Report are being mailed or made available to our shareholders on April 7, 2026.
Annual Meeting Agenda
Proposals1.Election of 10 director nominees named in the proxy statement2.Approval of our executive compensation in an advisory vote (say on pay vote)3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026Shareholders will also transact such other business as may properly come before the meeting.Your vote is important.
Please vote on the proposals as described in the proxy statement.
You are receiving these proxy materials in connection with the solicitation by the Board of Directors ("Board") of Xcel Energy Inc. (referred to in the proxy statement as "Xcel Energy," the "Company," "we," "us" and "our") of proxies to be voted at Xcel Energy's 2026 Annual Meeting of Shareholders.By Order of the Board of Directors, Amy Schneider Vice President, Corporate Secretary April 7, 2026
Thank you for investing in Xcel Energy.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2026: Our 2026 Proxy Statement and 2025 Annual Report are available free of charge at www.proxyvote.com.

LETTERFROMTHE CHAIRMAN, PRESIDENTAND CHIEF EXECUTIVE OFFICER

April 7, 2026Dear Fellow Shareholders:For over 150 years, Xcel Energy has driven progress and innovation — building brighter futures in every community we serve. Today, the growth in electrification is impacting almost every aspect of our lives. And Xcel Energy has become the critical enabler of our society’s ability to progress and prosper. This is a moment for progress. For vision. And for leadership. As we embrace this evolution, we have entered into a period of infrastructure investment like no other in our history — a period that will define our industry — our way of life — for generations to come. We know we can achieve our vision and goals by focusing on three core priorities: Our Customers, Our People and Our Performance. Thanks to the dedication of our teams, we continue to make meaningful progress in each area:Customers. We are committed to making every interaction with Xcel Energy simpler and more impactful for our customers while consistently delivering excellent service. In 2025, we delivered 99.98% electric reliability across our service area. We advanced regulatory initiatives to ensure customers have reliable power well into the future and made historic investments to protect communities from severe weather. These actions reinforce our commitment to safeguarding our customers and strengthening our infrastructure. And, thanks to our team’s relentless focus on driving affordability, our customers continue to benefit from some of the lowest energy bills in the country. In Colorado, this means bills that are 37% below the national average. And across our enterprise, our customers benefit from six of the 12 lowest-cost utilities in the nation.Throughout 2025, innovation continued to drive our progress. We are harnessing artificial intelligence to unlock efficiencies and guide our planning system to build a smarter, more resilient energy future for our customers and communities. AI is empowering our people and fueling enterprise-wide transformation at Xcel Energy, making energy work better for our customers, our communities and our people. And, according to J.D. Power & Associates, we improved our customer satisfaction by nearly 25 percentage points over 2024 — and Xcel Energy ranked as the second-best utility in the Midwest.People. Our greatest asset is our people. Throughout last year, we invested in their growth and well-being by enhancing professional development programs, reinforcing our safety culture and introducing new ways to celebrate outstanding work. And, thanks to our people, Xcel Energy has been recognized as one of Ethisphere's World's Most Ethical Companies every year since 2020, and we were, once again, selected as one of Fortune's Most Admired Companies.In 2025, we continued building our exemplary leadership team to guide our future growth, promoting Michael Lamb to Executive Vice President, Chief Delivery Officer; Ryan Long to Executive Vice President, Chief Legal and Compliance Officer; Scott Sharp to Executive Vice President, Chief Generation Officer; and Bria Shea to the role of President, Xcel Energy-Minnesota, North Dakota and South Dakota. Performance. Last year, we invested a record $12 billion in infrastructure to improve customer outcomes in reliability, resiliency, sustainability and safety. We also delivered solid ongoing earnings for our shareholders of $3.80 per share, meeting our earnings guidance for the 21st year in a row — one of the best track records in the industry. We also delivered on our plan to bring more than two gigawatts of new large-load customer commitments to our service territories — with the commitment that this new load will benefit the system and current customers.In 2025, we also focused on protecting our communities as we increased our inspection of distribution poles seven-fold to 150,000, deployed more than 150 Pano AI cameras to detect fires quickly and developed wildfire mitigation plans for every part of our service territory.We focused on sustainability in 2025 and energized more than 900 megawatts of new wind and solar across our enterprise. Thanks to our geographical advantage, we have been able to reduce carbon emissions from electricity by 58% from 2005 levels while keeping customer bill growth below the rate of inflation for over a decade.

Looking ahead, we are poised for growth as our updated five-year, $60 billion investment plan enables us to strengthen our generation, transmission and distribution systems. From 2026-2030, we project that we will add more than 1,900 megawatts of energy storage and 3,000 megawatts of natural gas generation — a 25% increase over our current gas generation. We also expect to add 7,500 megawatts of zero-carbon renewable energy — enough to power more than three million homes.

And, as the nation’s leading builder of transmission infrastructure, we plan to build an additional 1,500 miles of new transmission lines. We’re also investing $5 billion to strengthen our distribution systems against extreme weather and the threat of wildfires — helping to ensure safe, reliable and affordable energy while addressing the challenges of these emerging threats.

We look forward to sharing more with you at our annual meeting. This proxy statement includes instructions on how to access it and, as in previous years, to attend the meeting online, submit questions and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/XEL2026.

We also encourage and thank you for voting your shares prior to the annual meeting. Details on how and when to vote are included in this proxy statement, along with other important information.

I thank you for your continued confidence in the people of Xcel Energy as we make energy work better for our customers, so they can thrive every day!

Sincerely,

Bob Frenzel

Chairman, President and Chief Executive Officer

LETTERFROMTHE LEADINDEPENDENT DIRECTOR

April 7, 2026

Dear Fellow Shareholders:

Xcel Energy is making energy work better — spurring innovation, delivering exceptional performance and shaping the future — for its customers, communities, employees and investors. As the Lead Independent Director for Xcel Energy’s Board of Directors, I’d like to thank you for your support as the Company carries forward a 150-year legacy of leadership to meet the demands of an electrified world.

In my role, I work to advance Xcel Energy’s goals by leading a committed, engaged Board that helps the Company seize opportunities, manage risks and secure ongoing success. Our Board remains dedicated to strong governance, sound policies and practices that help drive consistent, long-term value for our customers and for you, our shareholders.

Building the grid of the future

As Bob shared, we’ve embarked on an investment cycle that will define the next era of our country’s energy industry. Meeting this moment requires critical investments to strengthen the Company’s generation, transmission and distribution systems while continuing to power our communities with safe, reliable, low-cost energy. Our Board is fully committed to this transformational work and to supporting Xcel Energy in ensuring excellence every step of the way.

To do this, Xcel Energy recently unveiled an updated five-year investment plan that will address the growing energy demand in our service territories, continue progress toward carbon reduction goals and make essential transmission and distribution system investments.

As we expand our energy infrastructure, the Company remains committed to keeping customer bills as low as possible. By nearly every measure, Xcel Energy customers benefit from some of the lowest energy costs in the nation — while the Company continues to maintain highly reliable, resilient, sustainable and safe energy systems.

Navigating evolving dynamics

Xcel Energy’s mission is simple: to make energy work better for customers, helping them thrive every day. Xcel Energy has been a national leader for decades in a journey to cleaner energy that will positively impact our communities and the environment for generations.

Balancing three critical priorities — reliability, affordability and sustainability — has always been a challenge, particularly as the demand for energy and new energy infrastructure has increased. Even as we continue to reduce our impact from legacy fossil assets, Xcel Energy will ensure ongoing reliability as it adds more renewable resources to its system — while balancing customer affordability. The Company’s employees, management and Board have long focused on this balance, and the Board has worked closely with leadership to ensure the Company supports customers and bolsters economic development in our states.

A year of growth

In 2026, we will push Xcel Energy to new heights as the Company grows at the speed and scale necessary to meet this moment. And our Board is poised to grow alongside the Company: In December 2025, we welcomed Maria Demaree to the Board. Maria is the Senior Vice President of Enterprise Business and Digital Transformation and Chief Information Officer at Lockheed Martin, a defense technology company. Her expertise in technology delivery, information security and digital innovation offers important perspectives as Xcel Energy implements new systems to enhance its customer and employee experiences.

As we welcome Maria, I would also like to recognize and thank Richard O’Brien and James Prokopanko, who will both retire from the Board after our Annual Shareholder meeting in May. They have each served for more than a decade on the Board, and their positive influence with the Board and management will persist for many years to come.

On behalf of the entire Board of Directors, thank you for your support of Xcel Energy. You can learn more about our commitment to you, our shareholders, throughout this proxy statement, and I encourage you to review the following pages before casting your vote.

I look forward to all we will achieve on behalf of Xcel Energy in 2026 — together.

Sincerely,

Pat Kampling

Lead Independent Director

Proxy Summary1
Corporate Governance8
Summary of Governance Practices8
Leadership Structure and Roles10
Risk Oversight11
Board Committees13
Board Practices15
Board Planning and Composition18
Proposal No. 1Election of Directors21
Sustainability Oversight27
Human Capital Management29
Proposal No. 2Advisory Vote on
Executive Compensation (Say on Pay Vote)30
Compensation Discussion and Analysis31
Highlights31
Establishing Compensation33
Additional Compensation Program Features and Policies39
Report of the Compensation Committee40
Executive Compensation41
Summary Compensation Table41
Grants of Plan-Based Awards43
Outstanding Equity Awards at Fiscal Year-End44
Option Exercises and Stock Vested45
Pension Benefits46
Nonqualified Deferred Compensation48
Potential Payments upon Termination or Change in Control49
CEO Pay Ratio52
Pay Versus Performance53
Securities Authorized for Issuance under Equity Compensation Plans55
Director Compensation56
Annual Equity Grant56
Stock Program56
Director Compensation Table57
Director Stock Ownership Guidelines57
Report of the Audit Committee58
Independent Auditors58
Audit and Non-Audit Fees58
Audit and Non-Audit Services Pre-Approval Policy59
Proposal No. 3Ratification of Independent
Registered Public Accounting Firm59
Related Person Transactions60
Delinquent Section 16(a) Reports60
Ownership of Securities61
Directors and Officers61
Largest Shareholders62
Questions and Answers About the Annual Meeting and Voting62
Appendix A – GAAP and Ongoing Earnings Per ShareA-1

Forward-Looking Statements

The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategies, visions, prospects, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission ("SEC"), which are available on our website: xcelenergy.com. These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.

Xcel Energy's website address is xcelenergy.com.The information on Xcel Energy's website is not a part of, or incorporated by reference into, this proxy statement.

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