Item 8.01. Other Events.

On November 5, 2021, Xcel Energy Inc. (Xcel Energy) entered into an equity distribution agreement (the Distribution Agreement) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC (collectively, the Sales Agents). The Sales Agents will act as Xcel Energy's sales agent with respect to the offer and sale of shares of Xcel Energy's common stock (par value $2.50 per share) having an aggregate gross sales price of up to $800,000,000 (Shares).

Xcel Energy will pay each Sales Agent a commission of up to 1.0% of the gross sales price for any Shares sold by such Sales Agent. The offering of the Shares will terminate upon the earlier of (1) the sale of all the Shares subject to the Distribution Agreement and (2) the termination of the Distribution Agreement, pursuant to its terms, by either Xcel Energy or, with respect to any Sales Agent, such Sales Agent, at any time in the respective party's sole discretion.

All of the Shares to be offered and sold were registered pursuant to Xcel Energy's registration statement (the Registration Statement) previously filed with the Securities and Exchange Commission on Form S-3 (File No. 333-255446).

A copy of the Distribution Agreement is filed as Exhibit 1.01 hereto and is incorporated by reference herein.

This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit     Description

1.01          Equity Distribution Agreement, dated November 5, 2021, among Xcel
            Energy Inc., Barclays Capital Inc., BofA Securities, Inc., Citigroup
            Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co.
            LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC

5.01          Opinion of Amy L. Schneider as to the legality of the Shares

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            Document)

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