As filed with the Securities and Exchange Commission on February 28, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
Xcel Energy Inc.
(Exact name of registrant as specified in its charter)
Minnesota41-0448030
(State or other jurisdiction of(IRS Employer Identification No.)
incorporation or organization)
414 Nicollet MallMinneapolisMinnesota55401
(Address of Principal Executive Offices)
(Zip Code)

Xcel Energy Inc. 401(k) Savings Plan
(Full title of the plan)
BRIAN VAN ABEL
Executive Vice President, Chief Financial Officer
Xcel Energy Inc.
414 Nicollet Mall
Minneapolis, Minnesota 55401
612330-5500
(Name and address and telephone number,
including area code, of agent for service)
Copy to:
ROB BERNTSEN
Executive Vice President, Chief Legal and Compliance Officer
Xcel Energy Inc.
414 Nicollet Mall
Minneapolis, Minnesota 55401
(612) 330-5500
_________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act. ☐





PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this registration statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed with the SEC by Xcel Energy Inc. (“we,” “us,” "our" or “Xcel Energy”) or the Xcel Energy Inc. 401(k) Savings Plan (the "Plan"), are incorporated by reference in this registration statement:
(a)Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025;
(b)Report on Form 11-K for the Plan for the year ended December 31, 2023, filed with the SEC on June 6, 2024;
(c)Our Current Reports on Form 8-K filed with the SEC on January 23, 2025, February 6, 2025 and February 21, 2025; and
(d)The description of our Common Stock contained in our Form 8-K filed with the SEC on March 13, 2002, as updated by the description of our Common Stock contained in Exhibit 4.01 to our Annual Report for the year ended December 31, 2019, including any amendment or report filed for the purpose of updating such description.
All documents filed by us or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered by this registration statement have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the respective dates of filing of such documents.
Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Notwithstanding the foregoing, nothing in this registration statement shall be deemed to incorporate any information from Item 2.02 or Item 7.01 of any Form 8-K, or that is otherwise furnished under applicable SEC rules rather than filed, or any exhibits to the extent furnished in connection with such items.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
Section 521 of the Minnesota Business Corporation Act provides that a company shall, subject to certain limitations, indemnify officers and directors made or threatened to be made a party to a proceeding by reason of that officer or director’s former or present official capacity with the company. As required, we will indemnify that person against judgments, penalties, fines, settlements and reasonable expenses if the officer or director:
•has not been indemnified by another organization;
•acted in good faith;
•has not received an improper personal benefit and Section 255 regarding director conflicts of interests, if applicable, has been satisfied;
•assuming the case is a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful; and
•reasonably believed that the conduct was in the best interests of the company or, in the case of an officer or director who is or was serving at the request of the company as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the company.
Article 4 of our Bylaws, as amended and restated, contains provisions for indemnification of our directors and officers consistent with the provisions described above.


We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers Xcel Energy for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
Item 9. Undertakings
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1) (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for the indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 28th day of February, 2025.
Xcel Energy Inc.
By:/s/ Brian J. Van Abel
Brian J. Van Abel
Executive Vice President, Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date listed above:
/s/ Robert C. FrenzelChairman, President, Chief Executive Officer and Director
Robert C. Frenzel(Principal Executive Officer)
/s/ Brian J. Van AbelExecutive Vice President, Chief Financial Officer
Brian J. Van Abel(Principal Financial Officer)
/s/ Melissa L. OstromSenior Vice President, Controller
Melissa L. Ostrom(Principal Accounting Officer)
*
Megan BurkhartDirector
*
Lynn CaseyDirector
*
Netha JohnsonDirector
*
Patricia L. KamplingDirector
*
George J. KehlDirector
*
Richard T. O’BrienDirector
*
Charles PardeeDirector
*
Christopher J. PolicinskiDirector
*
James ProkopankoDirector
Devin StockfishDirector
*
Tim WelshDirector
*
Kim WilliamsDirector
*
Daniel YohannesDirector
*By:/s/ Brian J. Van Abel
Brian J. Van AbelAttorney-in-Fact






The undersigned is a member of the committee having responsibility for the administration of the Xcel Energy Inc. 401(k) Savings Plan. Pursuant to the requirements of the Securities Act of 1933, the 401(k) Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 28th day of February, 2025.

Xcel Energy Inc. 401(K) Savings Plan
By:/s/ Brian J. Van Abel
Brian J. Van Abel
Executive Vice President, Chief Financial Officer

EX-FILING FEESFALSES-80000072903sharesiso4217:USDxbrli:pure00000729032025-02-282025-02-28000007290312025-02-282025-02-28

Exhibit 107
CALCULATION OF FILING FEE TABLES

Form S-8
(Form Type)

Xcel Energy Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation RuleAmount Registered
(1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, par value $2.50 per share457(c) and 457(h)1,530,000.00 
(2)
$69.72 
(3)
$106,671,600.00 0.0001531$16,331.42 
Total Offering Amounts$106,671,600.00 $16,331.42 
Total Fee Offsets— 
Net Fee Due$16,331.42 
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock that become issuable under the Xcel Energy Inc. 401(k) Savings Plan (the “401(k) Plan”) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding common stock. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)Represents shares of common stock registered pursuant to the 2024 Plan.
(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $69.72, the average of the high and low price of the Company’s common stock on February 21, 2025, as reported on the Nasdaq Global Select Market, which is within five business days prior to filing this registration statement.



Exhibit 5.01


IRS DETERMINATION LETTER

INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P. 0. BOX 2508
CINCINNATI, OH 45201Employer Identification Number 41-044830
DEPARTMENT OF THE TREASURYDLN: 17007032059006
Person to Contact:
Date: MAR 24 2017SAMUEL B HODGES ID# 31312
XCEL ENERGY INCContact Telephone Number: (513) 263-4623
C/O DANIEL AR SHOEMAKER XCEL ENERGY INC
414 NICOLLET MALLPlan Name:
MINNEAPOLIS, MN 55041XCEL ENERGY 401K SAVING PLAN

Plan Number: 003

Dear Applicant:

Based on the information you provided, we are issuing this favorable determination letter for your plan listed above. However, our favorable determination only applies to the status of your plan under the Internal Revenue Code and is not a determination on the effect of other federal or local statutes. To use this letter as proof of the plan's status, you must keep this letter, the application forms, and all correspondence with us about your application.
Your determination letter does not apply to any qualification changes that become effective, any guidance issued, or any statutes enacted after the dates specified in the Cumulative List of Changes in Plan Requirements (the Cumulative List) for the cycle you submitted your application under, unless the new item was identified in the Cumulative List.
Your plan's continued qualification in its present form will depend on its effect in operation (Section 1.401-l(b)(3) of the Income Tax Regulations). We may review the status of the plan in operation periodically.
You can find more information on favorable determination letters in Publication 794, Favorable Determination Letter, including:
The significance and scope of reliance on this letter,
The effect of any elective determination request in your application materials,
The reporting requirements for qualified plans, and
Examples of the effect of a plan's operation on its qualified status.
You can get a copy of Publication 794 by visiting our website 1at www.irs.gov/formspubs or by calling 1-800-TAX-FORM (1-800-829-3676) to request a copy.
This letter considered the 2014 Cumulative List of Changes in Plan Qualification Requirements.
This determination letter applies to the amendments dated on December 28, 2015.
This determination letter also applies to the amendments dated on January 1, 2010.
This plan satisfies the requirements of Section 4975(e)(7) of the Internal Revenue Code.
If you submitted a Form 2848, Power of Attorney and Declaration of Representative, or Form 8821, Tax Information Authorization, with your application and asked us to send your authorized representative or appointee copies of written communications, we will send a copy of this letter to him or her.
If you have any questions, you can contact the person listed at the top of this letter.

Sincerely,

/s/ Karen D. Truss
Director, EP Rulings & Agreement


Letter 5274


Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the financial statements of Xcel Energy Inc. and subsidiaries, and the effectiveness of Xcel Energy Inc.‘s internal control over financial reporting dated February 27, 2025 appearing in the Annual Report on Form 10-K of Xcel Energy Inc. for the year ended December 31, 2024, and our report dated June 6, 2024 appearing in the Annual Reports on Form 11-K of the Xcel Energy 401(k) Savings Plan for the year ended December 31, 2023.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 28, 2025

Exhibit 24.01
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert C. Frenzel, Brian J. Van Abel and Rob Berntsen, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, to sign for him or her in his or her name and in the capacity indicated below, a Form S-8 Registration Statement relating to the issuance and sale of shares of Common Stock, par value $2.50 per share, of Xcel Energy Inc. (the “Company”) pursuant to the Xcel Energy 401(k) Savings Plan, including post-effective amendments thereto, to be filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of such securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of this 18th day of December 2024.

/s/ Megan Burkhart    /s/ Charles Pardee    
Megan Burkhart    Charles Pardee
Director     Director
/s/ Lynn Casey    /s/ Christopher Policinski    
Lynn Casey    Christopher Policinski
Director         Director
/s/ Netha Johnson    /s/ James Prokopanko        
Netha Johnson    James Prokopanko
Director     Director
/s/ Timothy Welsh    
Patricia KamplingTimothy Welsh
Director     Director
/s/ George Kehl    /s/ Kim Williams    
George KehlKim Williams
Director     Director
/s/ Richard O’Brien    
Richard O’Brien    Daniel Yohannes
Director             Director


















POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert C. Frenzel, Brian J. Van Abel and Rob Berntsen, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, to sign for him or her in his or her name and in the capacity indicated below, a Form S-8 Registration Statement relating to the issuance and sale of shares of Common Stock, par value $2.50 per share, of Xcel Energy Inc. (the “Company”) pursuant to the Xcel Energy 401(k) Savings Plan, including post-effective amendments thereto, to be filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of such securities of the Company, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of this 17th day of December 2024.
Megan Burkhart    Charles Pardee
Director     Director
Lynn Casey    Christopher Policinski
Director         Director
Netha Johnson    James Prokopanko
Director     Director
/s/ Patricia Kampling    
Patricia KamplingTimothy Welsh
Director     Director
George KehlKim Williams
Director     Director
/s/ Daniel Yohannes    
Richard O’Brien    Daniel Yohannes
Director             Director

v3.25.0.1
Submission
Feb. 28, 2025
Submission [Line Items]  
Central Index Key 0000072903
Registrant Name Xcel Energy Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 28, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $2.50 per share
Amount Registered | shares 1,530,000
Proposed Maximum Offering Price per Unit 69.72
Maximum Aggregate Offering Price $ 106,671,600
Fee Rate 0.01531%
Amount of Registration Fee $ 16,331.42
Offering Note Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock that become issuable under the Xcel Energy Inc. 401(k) Savings Plan (the “401(k) Plan”) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding common stock. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)Represents shares of common stock registered pursuant to the 2024 Plan.
(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $69.72, the average of the high and low price of the Company’s common stock on February 21, 2025, as reported on the Nasdaq Global Select Market, which is within five business days prior to filing this registration statement.
v3.25.0.1
Fees Summary
Feb. 28, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 106,671,600
Total Fee Amount 16,331.42
Total Offset Amount 0
Net Fee $ 16,331.42
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