DEF 14A of Xcel Energy Inc, Apr 7, 2026

DEF 14A of Xcel Energy Inc

Filed Apr 7, 2026 · FY20250000072903-26-000063

Open on EDGAR

  1. A year of growth

    | Potential Payments upon Termination or Change in Control | | 49 | | CEO Pay Ratio | | 52 | | Pay Versus Performance | | 53 | | Securities Authorized for Issuance under Equity Compensation Plans | | 55 | | Director Compensation | | 56 | | Annual Equity Grant | | 56 | | Stock Program | | 56 | | Director Compensation Table | | 57 | | Director Stock Ownership Guidelines | | 57 | | Report of the Audit Committee | | 58 | | Independent Auditors | | 58 | | Audit and Non-Audit Fees | | 58 | | Audit and Non-Audit Services Pre-Approval Policy | | 59 | | Proposal No. 3 | Ratification of Independent | | | Registered Public Accounting Firm | | 59 | | Related Person Transactions | | 60 | | Delinquent Section 16(a) Reports | | 60 | | Ownership of Securities | | 61 | | Directors and Officers | | 61 | | Largest Shareholders | | 62 | | Questions and Answers About the Annual Meeting and Voting | | 62 | | Appendix A – GAAP and Ongoing Earnings Per Share | | A-1 |

  2. Determining Executive Officer and Director Compensation

    Determining Executive Officer and Director Compensation The GCN Committee has broad authority to develop and implement compensation policies and programs for executive officers and directors. The GCN Committee may retain independent, external compensation consultants to assist in this effort and may change consultants at any time during the year if it determines that a change would be in the best interests of the Company and our shareholders. To assist in setting 2025 compensation, the GCN Committee retained Meridian Compensation Partners LLC ("Meridian") as its independent executive compensation consultant. Meridian is an independent consulting firm delivering advisory services to compensation committees and does not perform any assignments for the Company other than providing executive and director compensation services for the GCN Committee. Several internal controls exist to ensure the independent judgment of Meridian: •Meridian reports directly to the GCN Committee and not to management. •Meridian routinely participates in executive sessions of the GCN Committee without members of management present. •The GCN Committee has the exclusive authority to hire, retain and set the compensation for its executive compensation consultant and advisors. The GCN Committee assessed Meridian's independence pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that prevents it from independently advising the GCN Committee. In its oversight of our 2025 executive compensation program, the GCN Committee worked with Meridian, the CEO and the Chief Human Resources Officer. The GCN Committee received additional support from the Vice President, Corporate Secretary and the Executive Vice President, Chief Legal and Compliance Officer. In 2025, the CEO and other officers provided recommendations with respect to: •The corporate performance objectives and goals on which awards of both annual and long-term incentive compensation are based. •Attracting, retaining and motivating executive officers. •Information regarding financial performance, budgets and forecasts as they pertain to executive compensation. •Market information regarding compensation levels, practices and trends. Additional information regarding the determination of executive compensation is included in the Compensation Discussion and Analysis ("CD&A") beginning on page 31. Information about our director compensation practices is provided beginning on page 56.

  3. Determining Executive Officer and Director Compensation

    | PROXY STATEMENT 2026 | 17 |

  4. Key Skills, Expertise and Attributes of the Director Nominees

    Key Skills, Expertise and Attributes of the Director Nominees The Board has identified key skills, expertise and attributes that are important for effective governance of Xcel Energy. Each director brings to us a wealth of experience that combines to varying degrees many or all of these skills, but some have more in-depth experience in a particular area than others. Consistent with the goal of ensuring a comprehensive mix of skills and expertise is represented at the Board table, below we capture how the director nominees contribute to both the general skills mix (organized by key attribute), as well as the specialized expertise relevant to that attribute. In making this assessment, we considered the experience each director brings from work, education, service on other public company boards and engagement in community, civic and business organizations. The key skills and specialized expertise held by each director nominee are set forth in the following matrix.

  5. Key Skills, Expertise and Attributes of the Director Nominees

    | | | | | | | | | | | | | | | Leadership & Strategy | | | | | | | | | | | | | Public Company/Large Organization CEO | | | | | | | | | | | | | Legal, Policy and Governance | | | | | | | | | | | | | Human Resources Management and Executive Compensation | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | Finance | | | | | | | | | | | | | Audit Committee Financial Expert | | | | | | | | | | | | | Investment Oversight | | | | | | | | | | | | | CFO Experience | | | | | | | | | | | | | Regulated Industry | | | | | | | | | | | | | Utility and Energy Sector | | | | | | | | | | | | | Nuclear Leadership and Expertise | | | | | | | | | | | | | Environmental | | | | | | | | | | | | | Customer & Community | | | | | | | | | | | | | Nonprofit Board Governance | | | | | | | | | | | | | Consumer-Facing Business Experience | | | | | | | | | | |

  6. Key Skills, Expertise and Attributes of the Director Nominees

    | Leadership & Strategy | | Directors who hold or have held significant leadership positions provide the Company with valuable insights. These people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create growth and value and prioritize creating a strong corporate culture. Specialized expertise includes: •Public Company/Large Organization CEO Experience •Legal, Policy and Governance Expertise •Human Resource Management and Executive Compensation Experience |

  7. Key Skills, Expertise and Attributes of the Director Nominees

    | Risk Management | | Effectively managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience needed to provide effective oversight of risk management processes. |

  8. Key Skills, Expertise and Attributes of the Director Nominees

    | Finance | | Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who qualify as audit committee financial experts. Given the highly capital-intensive nature of our business, we also seek directors who have experience overseeing large capital projects and complex financings. Specialized expertise includes: •Audit Committee Financial Expert •Investment Oversight Expertise •Chief Financial Officer Experience |

  9. Key Skills, Expertise and Attributes of the Director Nominees

    | Regulated Industry | | Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience working closely with government agencies or in highly regulated businesses, or with experience in industries that require extensive permitting and community engagement to conduct business. Specific expertise includes: •Utility and Energy Sector Experience •Nuclear Leadership and Expertise |

  10. Key Skills, Expertise and Attributes of the Director Nominees

    | Environmental | | The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is critical to our business. Directors with experience in addressing complex environmental regulations or siting major facilities bring valuable expertise to our Board. |

  11. Key Skills, Expertise and Attributes of the Director Nominees

    | Customer & Community | | Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy market. Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of the communities we serve. Specific experience includes: •Nonprofit Board Governance •Consumer-Facing Business Experience |

  12. Key Skills, Expertise and Attributes of the Director Nominees

    In evaluating director nominees, the GCN Committee considers experience in the areas identified above and expects director nominees to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. For incumbent directors, the GCN Committee considers attendance, past performance on the Board and contributions to the Board and applicable committees. In addition to experience and expertise, when assessing Board composition and director nominees the GCN Committee and the Board also consider independence and tenure.

  13. Director Independence

    Director Independence

  14. Director Independence

    | Director independence is a critical requirement for sound governance. The Board reviews independence at least annually – when candidates are nominated for reelection and upon position changes during the year. The Board determines director independence under the standards established by Nasdaq, which we have adopted with a four-year look back. In addition, a director who is an employee or representative of a significant supplier of any Xcel Energy business unit or legal entity will not be "independent" unless the relationship was entered into with the supplier as a result of competitive purchasing practices. When evaluating director independence, the Board has determined that the receipt of regulated electric and gas service from the Company does not constitute a material relationship. As part of the Board's annual independence review, the Board reviews ordinary course of business transactions in which directors have an interest and considers regulatory requirements, including potential competitive restrictions and interlocks, and other positions and directorships held. Each of our directors and director nominees, other than Mr. Frenzel, is independent. The Board has satisfied, and expects to continue to satisfy, its objective to have no more than two directors who are not independent serving on the Board at any time. | |

  15. Director Independence

    | PROXY STATEMENT 2026 | 19 |

  16. Director Tenure and Board Refreshment

    Director Tenure and Board Refreshment

  17. Director Tenure and Board Refreshment

    | | The Board believes that diversity in tenure creates a good mix of perspectives with longer-tenured directors bringing a deep understanding of the Company while new members bring a fresh perspective and expertise helpful to keeping abreast of a changing industry. As of the date of this proxy statement, the Board consists of 12 directors whose tenure is shown in the graphic to the left. If all 10 directors standing for election at the annual meeting are elected, the average director tenure will decrease to 4.4 years, and the number of directors included in the "5 to 10 years" category will decrease to five and in the "11 to 15 years" category will decrease to zero. To facilitate board refreshment, we have term limits for directors as well as a mandatory retirement age. Our directors may not serve on the Board for more than 15 years, and we require our directors to retire on the day of the annual meeting of shareholders after turning age 72. Over the past five years, the Board has recommended five new directors, and 10 directors have left the Board. | | 5.7 Years Average Director Tenure | | | | |

  18. Director Tenure and Board Refreshment

    | Director Additions | | | | Director Departures | | | | | 2025 | 2023 | 2022 | 2021 | 2026* | 2025 | 2022 | 2021 | | Demaree | Welsh | Burkhart | Frenzel | O'Brienw | Policinski« | Westerlund« | Fowke | | Stockfish | | | | Prokopankow | Williams« | Wolf« | Owensw | | | | | | | Yohannesw | | Sheppardw |

  19. Director Tenure and Board Refreshment

    | *Not standing for reelection at the Annual Meeting | | | | | « | Departed the Board due to term limit policy | w | Departed the Board due to retirement age policy |

  20. Shareholder Recommendation of Directors

    Shareholder Recommendation of Directors Any shareholder may recommend to the GCN Committee potential nominees for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Such recommendations should be received by October 1, 2026 to be considered for the 2027 Annual Meeting of Shareholders. The GCN Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates. No shareholder recommendations were received in connection with the 2026 Annual Meeting of Shareholders.

  21. Shareholder Recommendation of Directors

    | PROPOSAL NO. 1 | | | ELECTION OF DIRECTORS | | | Serving shareholders well is a key priority for the Board. We believe a well-qualified and diverse mix of directors best positions the Board to effectively govern and achieve strong results. Demonstrated leadership, judgment and expertise, combined with integrity and experience, are some of the important characteristics for Board members. Such characteristics are evaluated when considering director candidates. We currently have 12 directors on our Board. Messrs. O'Brien and Prokopanko will not be standing for reelection at the annual meeting in accordance with our board refreshment policies. Xcel Energy sincerely thanks them for their significant contributions and service to the Company and our shareholders. The Board has set the size of the Board at 10 as of the annual meeting, and 10 director nominees have been recommended by the GCN Committee and nominated by the Board. Of the 10 nominees, nine were elected by our shareholders at the 2025 Annual Meeting of Shareholders. In late 2025, the GCN Committee determined the Board would benefit from adding Maria Demaree as a director. Ms. Demaree serves as Senior Vice President, Enterprise Business and Digital Transformation and Chief Information Officer for a Fortune 500 company and has expertise in IT strategy, delivery and operations, data and analytics and cybersecurity. Ms. Demaree was initially identified as a potential candidate by a third-party director search firm. After reviewing Ms. Demaree's qualifications, the GCN Committee recommended her for election to the Board. Ms. Demaree began serving on our Board on December 17, 2025. We believe the slate of directors brings not only the right expertise and experience to the Board, but also the right attributes to ensure constructive and free exchange of ideas and opinions with each other and with management. Each of the 10 director nominees has agreed to be named in this proxy statement and to serve if elected. Should any nominee become unable to serve for any reason, the persons named as proxies reserve full discretion to vote "FOR" any other persons who may be recommended by the GCN Committee and nominated by the Board, or the Board may reduce the number of nominees. If elected at the annual meeting, the directors will hold office until the 2027 Annual Meeting of Shareholders and until their successors have been elected and qualified. | Thank You Retiring Board Members | | | Richard O'Brien | | | Jim Prokopanko |

  22. Shareholder Recommendation of Directors

    | | The Board recommends a vote "FOR" the election to the Board of each of the following nominees. |

  23. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2026 | 21 |

  24. Shareholder Recommendation of Directors

    | Megan Burkhart Executive Vice President, Fifth Third Bank | | | | Director Qualifications and Experience Ms. Burkhart brings to our Board human capital management, executive compensation, risk management, consumer-facing business and regulated industry experience. Ms. Burkhart has served as Executive Vice President for Fifth Third Bank since its merger with Comerica Incorporated in February 2026. She also serves as a member of Fifth Third's Management Committee. At Comerica, Ms. Burkhart served as Senior Executive Vice President, Chief Administrative Officer with responsibility over human resources and the company's inclusion efforts. In addition, she oversaw corporate affairs, which included corporate sustainability, communications and external affairs, and Comerica's EXCELLENCE program which focused on maturing foundational risk management practices and fostering a strong risk culture across the bank. She also served on Comerica's Management Executive Committee. Among her community affiliations, Ms. Burkhart serves on the board of Austin Street Center. Ms. Burkhart is a graduate of the Leadership Dallas Class of 2016. Business Experience •Executive Vice President, Fifth Third Bank, a financial services company (February 2026 to present) •Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated, a financial services company (January 2023 until it merged with Fifth Third Bank in January 2026) •Executive Vice President, Chief Human Resources Officer, Comerica Incorporated (2010 to January 2023) •Senior Vice President, Director of Compensation, Comerica Incorporated (2007 to 2010) •First Vice President, Human Resources Director, Credit and Corporate Staffs, Comerica Incorporated (2004 to 2007) Other Public Company Boards •None | | Age 54 Director since 2022 Committees •Audit •GCN (Chair) Key Skills/Expertise •Leadership & Strategy •Risk Management •Regulated Industry •Environmental •Customer & Community | |

  25. Shareholder Recommendation of Directors

    | Lynn Casey Retired Chair and CEO, Padilla | | | | Director Qualifications and Experience Ms. Casey has extensive executive experience in brand strategy and investor, corporate and media relations. She is nationally recognized as an industry leader in building and protecting brands, having served as Chair and Chief Executive Officer of Padilla, a public relations and communications firm, for 17 years. Ms. Casey brings valuable skills to the Board with her experience in creating and delivering high-impact communication strategies, her expertise in crisis communications and management and her strong commitment to the local community. Ms. Casey also serves as a director of several nonprofit organizations in the communities that we serve. Business Experience •Chair, Padilla, a public relations and communications firm (August 2018 to December 2019) •Chair and CEO, Padilla (2001 to August 2018) Other Public Company Boards •None | | Age 70 Director since 2018 Committees •Audit •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Customer & Community | |

  26. Shareholder Recommendation of Directors

    | Maria Demaree SVP, Enterprise Business and Digital Transformation and Chief Information Officer, Lockheed Martin Corporation | | | | Director Qualifications and Experience Ms. Demaree brings to our Board expertise in technology delivery, information security and digital innovation. As Senior Vice President of Enterprise Business and Digital Transformation and Chief Information Officer at Lockheed Martin Corporation, Ms. Demaree has gained valuable insight leading IT strategy, including IT delivery and operations, data and analytics, cybersecurity and IT transformation, as well as regulated industry and risk management experience. Ms. Demaree’s expertise in technology delivery and digital advancement will greatly benefit our company as we implement advanced systems designed to make energy work better for our customers. In addition, Ms. Demaree has held directorship positions on multiple nonprofit boards over the course of her career. Business Experience •Senior Vice President, Enterprise Business and Digital Transformation and Chief Information Officer, Lockheed Martin Corporation, a defense and aerospace manufacturing company (December 2024 to present) •Vice President and General Manager, National Security Space, Lockheed Martin Corporation (September 2023 to December 2024) •Vice President and General Manager, Special Programs, Lockheed Martin Corporation (January 2021 to September 2023) •Vice President and General Manager, Mission Solutions, Lockheed Martin Corporation (2018 to 2021) •Vice President, Ground Systems and Solutions, Lockheed Martin Corporation (2016 to 2018) and various other roles at Lockheed Martin Corporation since 1990 Other Public Company Boards •None | | Age 57 Director since 2025 Committees •Audit •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Regulated Industry •Environmental •Customer & Community | |

  27. Shareholder Recommendation of Directors

    | Bob Frenzel Chairman of the Board, President and CEO, Xcel Energy Inc. | | | | Director Qualifications and Experience Mr. Frenzel brings extensive experience and perspective to the Board in the areas of energy, operations, finance, corporate development and risk management. Prior to his role as the Company's President and Chief Executive Officer, Mr. Frenzel served as the Company's President and Chief Operating Officer, leading Xcel Energy's four utility operating companies and transmission, distribution and natural gas operations. Having served as Chief Financial Officer of Xcel Energy and of Luminant, Mr. Frenzel has valuable knowledge of finance, tax, accounting and corporate development functions. He also has experience in banking and with financial transactions within the energy and power industry. Prior to starting his business career, Mr. Frenzel served in the United States Navy for six years as a nuclear engineering officer and weapons officer and was promoted to Lieutenant Commander in the Navy Reserve following active duty. He has also served as a director for various nonprofit organizations. Mr. Frenzel currently serves on the boards of a number of industry groups, including Nuclear Energy Institute, Edison Electric Institute and Institute of Nuclear Power Operations. Business Experience •Chairman of the Board, Xcel Energy Inc. (December 2021 to present) •President and CEO, Xcel Energy Inc. (August 2021 to present) •President and Chief Operating Officer, Xcel Energy Inc. (2020 to August 2021) •Executive Vice President and Chief Financial Officer, Xcel Energy Inc. (2016 to 2020) •Senior Vice President and Chief Financial Officer, Luminant, a wholly owned subsidiary of Energy Future Holdings Corporation ("EFH"), an electric utility company (2012 to 2016) •Senior Vice President for Corporate Development, Strategy and Mergers and Acquisitions, EFH (2009 to 2012) •Vice President, Investment Banking Division, Goldman Sachs (2002 to 2009) Former Public Company Boards •Patterson Companies, Inc. (2018 to 2025) | | Age 55 Director since 2021 Committees •None Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  28. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2026 | 23 |

  29. Shareholder Recommendation of Directors

    | Netha Johnson Former Executive Vice President and Chief Operations Officer, Albemarle Corporation | | | | Director Qualifications and Experience Mr. Johnson's leadership experience in global operations provides the Board with valuable business and strategic insight. Through his role as Executive Vice President and Chief Operations Officer of Albemarle Corporation, a global specialty chemicals company, Mr. Johnson gained expertise in operations and the specialty chemicals industry. His experience with the industry and electrical and renewable energy solutions provides valuable insight to our business as we work toward our carbon-free future. Prior to starting his business career, Mr. Johnson was an officer in the United States Navy. Mr. Johnson has served as a director on several nonprofit boards throughout his career. Business Experience •Executive Vice President and Chief Operations Officer, Albemarle Corporation, a global specialty chemicals company (November 2024 to August 2025) •President, Specialties Global Business Unit (previously the Bromine Specialties business unit), Albemarle Corporation (2018 to October 2024) •Vice President and General Manager, 3M Company, a multinational industrial, worker safety, health care and consumer goods company (2015 to 2018) •President, Filtration, Pentair, a global water treatment company (2010 to 2015) Other Public Company Boards •None | | Age 55 Director since 2020 Committees •Finance •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Environmental •Customer & Community | |

  30. Shareholder Recommendation of Directors

    | Patricia Kampling Retired Chairman and CEO, Alliant Energy Corporation | | | | Director Qualifications and Experience Ms. Kampling is the former Chairman and Chief Executive Officer of Alliant Energy Corporation. She has four decades of experience in the energy industry, having held leadership roles at Exelon Corporation and the former IPSCO Corporation prior to her tenure at Alliant. Ms. Kampling provides the Board with extensive utility-specific experience relating to finance, strategy, risk management and regulation. Ms. Kampling also currently serves on several nonprofit boards. Business Experience •Chairman and CEO, Alliant Energy Corporation, a public utility holding company (2012 to 2019) •President and Chief Operating Officer, Alliant Energy Corporation (2011 to 2012) •Executive Vice President and Chief Financial Officer, Alliant Energy Corporation (2010 to 2011) Other Public Company Boards •American Water Works Co. Inc. (Since 2019) •Fidelity Equity and High Income Funds (Since 2020) Former Public Company Boards •Briggs & Stratton Corp. (2011 to 2021) | | Age 66 Director since 2020 Lead Independent Director since 2025 Committee •GCN Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  31. Shareholder Recommendation of Directors

    | George Kehl Retired Office Managing Partner, KPMG LLP | | | | Director Qualifications and Experience With 38 years of experience in a global public accounting firm, Mr. Kehl brings extensive knowledge of financial accounting, auditing and internal control over financial reporting, which is valuable to our highly regulated company. He was an audit partner for 25 years at KPMG LLP, serving mostly Fortune 500 companies, and was the managing partner of the Minneapolis office from 2010 until his retirement in 2019. Mr. Kehl is a Certified Public Accountant in Minnesota and Florida. His experience provides the Board with valuable strategic business, leadership and financial expertise, and the Board has determined Mr. Kehl to be an audit committee financial expert. Mr. Kehl has served as a director of several nonprofit companies in the communities we serve, providing valuable insights into our stakeholder base that is vital to our business. Business Experience •Independent Consultant (2023 to present) •Office Managing Partner, KPMG LLP, a global audit, tax and advisory firm (2010 to 2019) •Audit Partner, KPMG LLP (1994 to 2019) Other Public Company Boards •None | | Age 67 Director since 2020 Committees •Audit (Chair) •Finance Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Customer & Community | |

  32. Shareholder Recommendation of Directors

    | Charles Pardee Retired President, Terrestrial Energy USA | | | | Director Qualifications and Experience Mr. Pardee brings to our Board extensive nuclear, operational and risk management experience. He most recently served as President of Terrestrial Energy USA, a nuclear technology company, and has more than 39 years of experience in the energy industry, having held leadership roles at the Tennessee Valley Authority and Exelon Corporation. Mr. Pardee has worked with several other energy companies, including Florida Power Corporation and Carolina Power & Light, as well as the Institute of Nuclear Power Operations. Mr. Pardee served as a Lieutenant in the United States Navy for nine years. Mr. Pardee is the chair and director of the Independent Oversight Committee for the Emirates Nuclear Energy Corporation in the United Arab Emirates and is a director for Terrestrial Energy Inc. He previously served on the nuclear safety advisory board for Tokyo Electric Power. Business Experience •President, Terrestrial Energy USA, a nuclear technology company (2019 to June 2024) •Executive Vice President, Chief Operating Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation and economic development to the Tennessee Valley (2013 to 2017) •Executive Vice President, Chief Generation Officer, Tennessee Valley Authority (January 2013 to April 2013) •Chief Operating Officer, Exelon Generation, Exelon Corporation's energy provider (2010 to 2013) •President and Chief Nuclear Officer, Exelon Nuclear, Exelon Corporation's nuclear division (2007 to 2010) Other Public Company Boards •Terrestrial Energy Inc. (Since 2025) | | Age 66 Director since 2020 Committees •Finance •ONES (Chair) Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  33. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2026 | 25 |

  34. Shareholder Recommendation of Directors

    | Devin Stockfish President and Chief Executive Officer, Weyerhaeuser Company | | | | Director Qualifications and Experience Mr. Stockfish is an accomplished executive who shares our deep commitment to safety and operational excellence. He serves as President and Chief Executive Officer of Weyerhaeuser Company, and our Company greatly benefits from his acumen in leading a publicly traded, capital-intensive business. Mr. Stockfish's depth of knowledge in corporate strategy and finance and experience managing complex legal and regulatory issues provide tremendous value to our Board. Mr. Stockfish's experience in sustainable business operations also provides valuable insight as we continue to make progress on our sustainability goals. Mr. Stockfish also serves on the Weyerhaeuser Company board of directors and on the National Alliance of Forest Owners board of directors. Business Experience •President and CEO, Weyerhaeuser Company, a North American forest products company (2019 to present) •Senior Vice President Timberlands, Weyerhaeuser Company (2018 to 2019) •Vice President, Western Timberlands, Weyerhaeuser Company (2017 to 2018) •Senior Vice President, General Counsel and Corporate Secretary, Weyerhaeuser Company (2014 to 2016) Other Public Company Boards •Weyerhaeuser Company (Since 2019) | | Age 52 Director since 2025 Committees •Finance •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Customer & Community | |

  35. Shareholder Recommendation of Directors

    | Tim Welsh President, CCC Intelligent Solutions Inc. | | | | Director Qualifications and Experience Mr. Welsh brings to our Board decades of experience in a variety of diverse fields, including financial services, customer experience, workforce development and operations. Across several industries, Mr. Welsh's work has centered on understanding consumer behavior and creating strategies to respond to consumer preferences. He also has extensive leadership and regulated industry experience. In his role at CCC Intelligent Solutions Inc., Mr. Welsh leads all market-facing functions to help customers in insurance and collision repair industries accelerate their digital transformation journeys. During his seven years at U.S. Bancorp, Mr. Welsh drove the company's overall consumer and small business strategy across its branch network. Before joining U.S. Bancorp, Mr. Welsh spent more than 26 years at McKinsey & Co. in their Minneapolis-St. Paul offices. Mr. Welsh was elected to McKinsey's Shareholders Council, led McKinsey's global learning and development function, and co-led the firm's people strategy. Mr. Welsh has a passion for helping enhance the vitality of the community in Minnesota and opportunities for its residents. He has extensive board experience, including serving as chair of the board of Allina Health and previously as the chair of the board for GREATER MSP. In addition, Mr. Welsh is a founder of the Itasca Project to improve the quality of life in Minneapolis and St. Paul and a founding board member of UPSIDE Foods. Business Experience •President, CCC Intelligent Solutions Inc., a cloud platform company supporting the insurance industry (March 2025 to present) •Vice Chair, Consumer and Business Banking, U.S. Bancorp, a financial services holding company (2019 to July 2024) •Vice Chair, Consumer Banking Sales and Support, U.S. Bancorp (2017 to 2019) •Senior Partner, McKinsey & Company, a global management consulting firm (2006 to 2017) •Partner, McKinsey & Company (1999 to 2006) Other Public Company Boards •None | | Age 60 Director since 2023 Committees •GCN •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Customer & Community | |

  36. Executive Compensation Practices

    | | What We Do | | | | What We Don't Do | | •Pay for performance with a substantial percentage of each NEO's total direct compensation being variable, at risk and aligned with performance-based metrics •Use an appropriate peer group when establishing compensation •Balance short-term and long-term incentive performance goals to reflect operating and strategic objectives | | •Place strong emphasis on performance-based equity awards •Include sustainability metrics in our compensation programs in support of our sustainability strategy •Align executive compensation with stakeholder interests through long-term incentives goals | •Set significant stock ownership guidelines for NEOs, other executives and non-employee directors •Mitigate undue risk-taking in compensation programs •Have clawback policies in place allowing for recoupment of compensation •Retain an independent compensation consultant | •Don't provide employment contracts to NEOs •Don't permit directors or employees to hedge or pledge their Company stock •Don't provide unusual or excessive perquisites •Don't provide tax gross-ups on severance benefits or executive perquisites except for circumstances regarding relocation •Don't supplement service credit to newly hired officers under any of our qualified or nonqualified retirement plans | |

  37. Executive Compensation Practices

    | | | | | | | | | 2000 Employee safety metrics have been included as a KPI on our corporate scorecard and annual incentive plan since Xcel Energy was formed | | 2005 Environmental reductions and projects have been tied to long-term incentives for the past 21 years | | 2014 Our current carbon emissions reduction goal has been in place for the past 12 years | | 2021 Inclusion metric added as a KPI as part of our corporate scorecard and annual incentive plan |

  38. Market Analysis

    Market Analysis At the GCN Committee's request, Meridian, its independent compensation consultant, presented an annual market assessment comparing our executive compensation programs and compensation against our peer group for: •Base salary; •Total cash compensation (base salary plus target annual incentive); and •Total direct compensation (total cash compensation plus target long-term incentive). To provide a broad perspective of the competitive market, Meridian analyzed data for various market pay levels, including the 25th, 50th and 75th percentiles. We consider compensation (base salary, target annual incentive, target long-term incentive and target total compensation) to be market competitive if it is within a range of the peer group median. However, the GCN Committee may set target pay opportunities above or below the peer group median based on additional factors considered during the pay decision process. For 2025, the GCN Committee made pay decisions based on an annual market assessment of compensation and specific factors about each NEO, including experience, internal equity, Company results, scope and responsibility, retention and the NEO's role in succession planning. As part of the market assessment, the GCN Committee considered peer group data as well as compensation data points outside our industry to be consistent with where we compete for talent. The GCN Committee exercises its independent judgment to approve the compensation level for the CEO. For all other executive officers, the GCN Committee considers the CEO's recommendation for setting compensation levels. The GCN Committee approved compensation for the CEO and all other executive officers that is aligned with our overall compensation philosophy described above.

  39. Peer Group

    Peer Group Our peer group of publicly traded energy services companies is generally consistent from year to year (subject to changes resulting from mergers and acquisitions or other significant corporate events) and was developed by Meridian and approved by the GCN Committee. Peer group companies were selected primarily based on the following criteria: •Similar operating models including regulatory jurisdictions and states served. •Utilities with similar revenue and market capitalization. •Part of the market for which we compete for talent and investor capital. •Included in an executive compensation survey database for which compensation information is available for a cross-section of executive and managerial roles. Based on the application of these criteria, the GCN Committee selected the following peer group for 2025, which is unchanged from the prior year.

  40. Peer Group

    | 2025 Peer Group Companies | | | | | Ameren Corporation (AEE) AEP Company Inc. (AEP) CenterPoint Energy Inc. (CNP) Consolidated Edison Inc. (ED) Dominion Energy Inc. (D) | DTE Energy Company (DTE) Duke Energy Corporation (DUK) Edison International (EIX) Entergy Corporation (ETR) | Eversource Energy (ES) Exelon Corporation (EXC) FirstEnergy Corp. (FE) NextEra Energy, Inc. (NEE) PPL Corporation (PPL) | Public Service Enterprise Group Incorporated (PSEG) Sempra (SRE) The Southern Company (SO) WEC Energy Group, Inc. (WEC) |

  41. Peer Group

    In December 2024, at the time 2025 compensation was assessed: •The median revenue for the peer group was $13.6 billion as compared to our revenue of $14.2 billion. •The median market capitalization for the peer group was $35.1 billion as compared to our market capitalization of $36.4 billion.

  42. Executive Compensation Elements

    | Pension Plan (qualified and nonqualified) | 401(k) Savings Plan and Deferred Compensation Plan | Severance and Change in Control Plan | | •Provides retirement income for eligible participants based on fixed, plan-based formulas | •Provides for savings opportunities by deferring salary (for the 401(k) plan) up to tax code limitations and salary and/or annual incentive (for the Deferred Compensation Plan) | •Provides compensation and benefits in the case of involuntary termination without cause |

  43. Overview of Target Total Compensation

    | | | | Long-Term Incentive Targets | | | | Named Executive Officer | Annualized Base Salary ($) | Annual Incentive Target (% of Base Salary) | Performance Stock Units ($)(1) | Restricted Stock Units ($) | Total ($) | | Bob Frenzel, Chairman, President and CEO | 1,450,000 | 145% | 7,700,000 | 3,300,000 | 14,552,500 | | Brian Van Abel, Executive Vice President, Chief Financial Officer | 840,000 | 85% | 1,645,000 | 705,000 | 3,904,000 | | Amanda Rome, Executive Vice President, Group President, Utilities and Chief Customer Officer | 775,000 | 85% | 1,330,000 | 570,000 | 3,333,750 | | Ryan Long, Executive Vice President, Chief Legal and Compliance Officer(2) | 600,000 | 75% | 875,000 | 375,000 | 2,300,000 | | Michael Lamb, Executive Vice President, Chief Delivery Officer(3) | 585,000 | 65% | 801,500 | 343,500 | 2,110,250 | | Tim O'Connor, Former Executive Vice President, Chief Operations Officer(4) | 800,000 | 85% | 1,190,000 | 510,000 | 3,180,000 |

  44. Overview of Target Total Compensation

    (1)The target values differ from the grant date fair values shown in the "Stock Awards" column in the Summary Compensation Table because the performance stock units contain a market condition (the relative TSR modifier) which results in grant date fair values for accounting purposes that differ from the target values the GCN Committee used to determine the awards. See footnote 3 to the Summary Compensation Table for a description of grant date fair values. (2)Mr. Long was promoted to Executive Vice President, Chief Legal and Compliance Officer effective June 16, 2025. In connection with his promotion, the GCN Committee, based on its review of relevant market data and advice from its independent compensation consultant, approved the compensation for Mr. Long noted in this table. (3)Mr. Lamb was promoted to Executive Vice President, Chief Delivery Officer effective May 1, 2025. In connection with his promotion, the GCN Committee, based on its review of relevant market data and advice from its independent compensation consultant, approved the compensation for Mr. Lamb noted in this table. (4)Mr. O'Connor retired as Executive Vice President, Chief Operations Officer effective May 1, 2025 and remained an employee to assist with transition until August 21, 2025.

  45. Annual Incentive

    Annual Incentive Our annual incentive plan ("AIP") is intended to reward the NEOs for achievement of short-term performance goals. In February 2025, our management recommended AIP goals to the GCN Committee based on an evaluation of prior corporate performance and available objective metrics and benchmarks. These goals were selected as they are aligned with our strategic priorities and support long-term value creation.

  46. Calculation of Annual Incentive Award

    Calculation of Annual Incentive Award The GCN Committee established each NEO's 2025 AIP payout based on the following structure: •Each NEO's target award value is determined by multiplying the NEO's base salary and target percentage as described in the Establishing Compensation section. •AIP outcomes can range from 0% to 200% of an NEO's target award. •Up to 150% of an NEO's targeted award is determined by achievement of the operational metrics set forth below and a funding multiplier that is based on financial performance. •Up to an additional 50% of an NEO's targeted award can be earned by attaining superior financial performance as measured by ongoing EPS.

  47. 2025 Goals and Achieved Results

    | Key Performance Indicator | Threshold Performance | Target Performance | Maximum Performance | 2025 Actual Performance | % Payout | % Weight | Weighted Calculation | | Customer Experience (CX Index) | 739 | 749 | 754 | 771 | 150.00% | 20% | 30.00% | | Electric System Reliability (SAIDI) | 105 | 99 | 93 | 100 | 91.67% | 20% | 18.33% | | Safety | | | | | | | | | Public Safety (gas emergency response) | 93.0% | 97.0% | 98.0% | 98.4% | 150.00% | 20% | 30.00% | | Employee Safety (safety culture) | Declining | Steady/Improving | Significant Improvement | Steady/Improving | 88.00% | 20% | 17.60% | | Organizational Health | 100 | 200 | 300 | 209 | 104.50% | 10% | 10.45% | | Generation Availability (wind equivalent availability factor) | 94.5% | 96.0% | 97.5% | 96.20% | 106.67% | 10% | 10.67% | | Metric Results | | | | | | 100% | 117.05% |

  48. 2025 Goals and Achieved Results

    Annual incentive awards are also, in part, based on ongoing EPS, which is a non-GAAP measure that we reconcile in Exhibit A, which can be adjusted for certain identified financial impacts. When ongoing EPS is below guidance, awards will not be paid. If ongoing EPS is in the lower end of earnings guidance, or $3.75 to $3.77 per share for 2025, then operational results can be modified by a funding multiplier of 50% to 100%. If ongoing EPS is at $3.78 per share or greater, then the operational results can be modified by a funding multiplier from a range of 100% to 150%, not to exceed 150% of target payout. For 2025, the GCN Committee considered overall performance as well as ongoing earnings results when determining the funding multiplier, resulting in an award level of 128.76% of target. Financial performance is recognized and rewarded as a predefined percentage of each NEO's target annual incentive award. An additional 15% of target annual incentive awards was paid based on the achieved EPS result of $3.80 per share for 2025. Based on achieved performance against established plan design of corporate goals, ongoing EPS funding and financial performance, the GCN Committee approved an annual incentive payout equal to 143.76% of each NEO's target award.

  49. Long-Term Incentives

    Long-Term Incentives Long-term incentive ("LTI") awards are intended to reward NEOs for the achievement of long-term performance goals and stakeholder value creation and to retain critical talent. Consistent with prior years, in 2025, our long-term incentive program had two components, which addressed these objectives: •Performance stock units ("PSUs") (70% weighting based on target LTI value); and •Restricted stock units ("RSUs") (30% weighting based on target LTI value). As discussed in the Compensation Discussion and Analysis in our 2025 Proxy Statement, based on input from Meridian, the GCN Committee redesigned the PSUs in the Company's LTI Program beginning with the 2025-2027 LTI awards. The intent of the redesign was to maintain financial alignment with investors while adding operational focus to high priority and risk items of concern to our investors. The PSU Modifier (described below) further links the interest of executive officers with those of our shareholders by rewarding the creation of superior shareholder returns relative to our peer companies.

  50. Grant of 2025-2027 LTI Awards

    Grant of 2025-2027 LTI Awards Long-term incentive compensation is approximately 76% of the CEO's target total direct compensation and 57% of the average of the other NEOs' target total direct compensation and is primarily performance based. Prior to vesting, long-term incentive awards may not be sold, encumbered or otherwise transferred by the participant. Stock earned under long-term incentive compensation awards is subject to our Stock Ownership Policy (see page 39).

  51. PSUs

    PSUs In December 2024, the GCN Committee approved the grant of PSUs to each NEO which are subject to the achievement of predetermined performance metrics for the three-year period ending December 31, 2027 as follows:

  52. PSUs

    | Performance Metric | % Weight | | Financial Goal (ongoing EPS growth) | 30% | | Emissions Reduction Goal | 30% | | Public Safety Goal | | | Nuclear Operations Ratings Goal | 20% | | Wildfire Mitigation Goals | 20% | | Target Percentage of PSUs | 100% |

  53. PSUs

    The percent of PSUs that will vest based on each metric will be determined as set forth below.

  54. PSUs

    | Financial Based on the rate at which the Company's annual ongoing EPS changed from the 2024 baseline of $3.55 to the last year of the performance period | Emissions Reduction Based on the Company's reduction, if any, in carbon dioxide emissions below the level of carbon dioxide emissions in 2005 (the 2005 baseline level) as measured during the third year in the performance period | Nuclear Operations Ratings Based on the public safety scoring of the Company's nuclear generating plants as determined by the World Association of Nuclear Operators Plant Industry Index in December of the third year in the performance period, modified by the Nuclear Regulatory Commission Reactor Oversight Process measures for the nuclear plants | Wildfire Mitigation Based on the level of completion during the performance period of specified measures that were based on the wildfire mitigation plans filed with the public utility commissions in Colorado and Texas |

  55. PSUs

    The number of PSUs achieved based on the performance of the four metrics outlined above will then be adjusted, upwards or downwards by up to 30%, by the results of a relative TSR ranking (the "PSU Modifier"). The PSU Modifier will be determined by the extent that the Company's TSR is above or below the 50th percentile of performance relative to the TSR of the companies in our peer group. The total number of PSUs that can vest cannot exceed 200% of the target number of PSUs after taking into account the PSU Modifier and is determined by straight line interpolation between performance points. Dividend equivalents are credited on each PSU during the three-year cycle to the same extent that dividends are paid on shares of our common stock. The credited dividend equivalents are paid only if the associated PSU vests and is paid in accordance with the achieved three-year performance goals. If threshold performance is not achieved at the end of the three-year performance cycle, then all associated PSUs and dividend equivalents would be forfeited.

  56. PSUs

    | PROXY STATEMENT 2026 | 37 |

  57. PSUs

    Each PSU represents one share of Xcel Energy common stock. Upon settlement, 70% of the PSUs will be paid in shares of our common stock and 30% will be paid in cash in an amount determined based on the closing price of our common stock on the day prior to the date of payment. In May and June of 2025, the GCN Committee approved additional grants of PSUs to Mr. Lamb and Mr. Long in connection with their promotions. For 2025, the CEO was awarded 115,166 PSUs and the other NEOs were awarded between 11,754 and 24,604 PSUs. The PSU grants are included in the Grants of Plan-Based Awards table on page 43.

  58. RSUs

    RSUs In December 2024, the GCN Committee approved a grant of RSUs to each NEO that vests on December 31, 2027, provided that the NEO remains continuously employed until such date, subject to certain limited exceptions. RSUs serve as an important retention tool. Each RSU represents one share of our common stock. Dividend equivalents are credited on each RSU during the vesting period to the same extent that dividends are paid on shares of our common stock. The credited dividend equivalents are paid only if the associated RSU vests based on the satisfaction of the service requirement. In May and June of 2025, the GCN Committee approved additional grants of RSUs to Mr. Lamb and Mr. Long in connection with their promotions. For 2025, the CEO was awarded 49,357 RSUs and the other NEOs were awarded between 5,038 and 10,545 RSUs. The RSU grants are included in the Grants of Plan-Based Awards table on page 43.

  59. Settlement of 2023-2025 PSUs

    Settlement of 2023-2025 PSUs The following section describes the results of the PSUs for the three-year performance period ended December 31, 2025.

  60. Settlement of 2023-2025 PSUs

    | PSUs based on the Company's Relative TSR | PSUs based on Carbon Dioxide Emissions Reduction | | | | | The performance outcome is at the 31st percentile, which results in a 33.5% payout. | The performance outcome is a 58.5% reduction over 2005 levels, which results in a payout equal to 200% of target. | | Earned awards: | Earned awards: | | •CEO: 23,778 •Other NEOs range: 886 to 6,869 | •CEO: 85,177 •Other NEOs range: 3,174 to 24,607 | | The award amounts include dividend equivalents credited over the three-year performance cycle. | |

  61. Settlement of 2023-2025 PSUs

    The PSUs that were earned are included in the Option Exercises and Stock Vested table on page 45.

  62. Severance Plan

    Severance Plan The Company provides severance benefits to NEOs in accordance with a severance and change in control plan. The GCN Committee believes the plan provides a competitive severance benefit intended to retain key talent during a period of uncertainty in the event the Company undergoes a change in control and the executive is not retained following the completion of such event. Outside of a change in control situation, the plan encourages continued dedication by executives to their duties and the interests of Xcel Energy and its shareholders. In February 2026, with the assistance of its independent compensation consultant, the GCN Committee undertook a review of the severance and change in control plan that has been in effect since 2009. In order to align to market practice and overall competitiveness and improve operational efficiency, the GCN Committee approved the Xcel Energy Inc. Executive Severance and Change in Control Plan to take effect March 1, 2026 (the "Severance Plan"). The benefits payable under the Severance Plan are discussed in more detail under Potential Payments upon Termination or Change in Control beginning on page 49.

  63. Equity Grant Practices

    Equity Grant Practices We follow these practices regarding the timing of equity compensation grants: •Through December 2024, annual PSU and RSU awards were typically approved on the date of the regularly scheduled December GCN Committee meeting and granted on the first trading day of the next fiscal year. The PSU and RSU awards for the 2026-2028 performance period were approved on the date of the regularly scheduled February GCN Committee meeting and granted on March 2. •Off-cycle grants to employees and new hires are made during the two-week period following the earnings release for the quarter in which the triggering event occurred. •Grants to newly promoted executive officers are made either (i) on the day the GCN Committee approves the grant for a promotion that has already occurred or is occurring concurrently; or (ii) on the effective date of a promotion for promotions or grants that become effective at a future date. •In years where we pay out annual incentive awards, we issue shares of common stock and restricted stock to executives who have elected to receive their award in such form on the regularly scheduled date of the February GCN Committee meeting.

  64. Risk Assessment

    Risk Assessment Our compensation programs are designed to motivate performance while not promoting behaviors that create undue risk. The GCN Committee considers several risk factors in establishing executive compensation programs, when setting compensation levels and when selecting measures and performance goals for our variable compensation programs. These factors include: •Design aligns shareholder, customer and employee interests. •Performance metrics align to our business strategy, and different metrics are utilized in the annual and long-term incentive programs. •Long-term incentives have three-year vesting periods to encourage long-term decision-making and value creation. •Incentive metrics are subject to auditing and internal controls, which apply to performance achievement and reporting of results. •Payout ranges are understood and capped. •Performance, structure and target incentive opportunities are comparable to those of our industry or peer companies. •Stock Ownership Policy requires executive officers to invest in Xcel Energy to maintain long-term alignment. •Clawback policies are in place as described above on both annual and long-term incentives.

  65. Summary Compensation Table

    Summary Compensation Table The following table summarizes the primary elements of compensation paid or granted to the NEOs. See the CD&A above for a description of our executive compensation program to gain an understanding of the information disclosed in this and the following tables.

  66. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Bob Frenzel Chairman, President and CEO | 2025 | 1,450,000 | — | 11,244,160 | 3,022,554 | 200,268 | 81,877 | 15,998,859 | | | 2024 | 1,400,000 | — | 10,000,015 | 1,244,600 | 211,080 | 76,368 | 12,932,063 | | | 2023 | 1,300,000 | — | 18,000,011 | 1,811,160 | 175,217 | 70,780 | 21,357,168(7) | | Brian Van Abel EVP, Chief Financial Officer | 2025 | 840,000 | — | 2,402,223 | 1,026,446 | 172,422 | 52,719 | 4,493,810 | | | 2024 | 800,000 | — | 3,050,051 | 431,800 | 226,667 | 49,303 | 4,557,821 | | | 2023 | 750,000 | 200,000 | 2,600,017 | 657,900 | 346,694 | 43,301 | 4,597,912 | | Amanda Rome EVP, Group President, Utilities and Chief Customer Officer | 2025 | 775,000 | — | 1,942,199 | 947,020 | 85,272 | 49,486 | 3,798,977 | | | 2024 | 700,000 | — | 2,550,098 | 355,600 | 89,370 | 45,220 | 3,740,288 | | | 2023 | 656,250 | 200,000 | 1,900,049 | 541,843 | 61,965 | 46,891 | 3,406,998 | | Ryan Long(8) EVP, Chief Legal and Compliance Officer | 2025 | 556,458 | — | 1,282,555 | 646,920 | 50,267 | 26,533 | 2,562,733 | | Michael Lamb(9) EVP, Chief Delivery Officer | 2025 | 556,667 | — | 1,154,347 | 508,718 | 371,463 | 46,464 | 2,637,659 | | Tim O'Connor(10) Former EVP, Chief Operations Officer | 2025 | 513,333 | — | 1,737,781 | 624,036 | 260,362 | 29,753 | 3,165,265 | | | 2024 | 800,000 | — | 1,900,101 | 431,800 | 278,386 | 47,655 | 3,457,942 | | | 2023 | 775,000 | 100,000 | 2,250,018 | 679,830 | 316,471 | 36,990 | 4,158,309 |

  67. Summary Compensation Table

    (1)Amounts in this column reflect base salary earned for the corresponding year regardless of whether any portions were deferred under the 401(k) Savings Plan, Deferred Compensation Plan or otherwise. (2)Amounts in this column reflect additional cash awards under our AIP paid to Messrs. Van Abel and O'Connor and Ms. Rome in consideration of individual performance contributing to Xcel Energy's strong operational and financial performance as described in our 2024 proxy statement. (3)Amounts in this column reflect the aggregate grant date fair value of long-term incentive awards that remain subject to performance and/or vesting conditions. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), excluding the effect of estimated forfeitures. The grants are valued based on the closing price of our common stock on the grant date of the award, based on the assumption that target performance will be achieved or the service requirement will be met and the awards and future credited dividend equivalents will vest and will not be forfeited. The following table presents the grant date fair values included in the column by award type and also includes the grant date fair value of the PSUs granted in 2025 assuming maximum performance is achieved.

  68. Summary Compensation Table

    | | PSUs | | RSUs ($) | | Name | Target ($) | Maximum ($) | | | Bob Frenzel | 7,944,151 | 15,888,302 | 3,300,009 | | Brian Van Abel | 1,697,184 | 3,394,368 | 705,039 | | Amanda Rome | 1,372,150 | 2,744,300 | 570,049 | | Ryan Long | 907,501 | 1,815,002 | 375,055 | | Michael Lamb | 810,791 | 1,621,582 | 343,556 | | Tim O'Connor | 1,227,706 | 2,455,412 | 510,075 |

  69. Summary Compensation Table

    (4)Amounts in this column reflect annual incentive awards earned under our AIP, as more fully described in the Annual Incentive section on page 36. The amounts in this column are part of the AIP earned, regardless of whether any portion was deferred under the Deferred Compensation Plan. The award paid to Mr. Lamb was prorated to reflect positions held during 2025 as described in the CD&A. The award paid to Mr. O'Connor was prorated to reflect his retirement effective August 21, 2025.

  70. Summary Compensation Table

    | PROXY STATEMENT 2026 | 41 |

  71. Summary Compensation Table

    (5)Amounts in this column reflect the increase in the present value of the executive officer's benefits under all pension plans established by the Company, using methods that are consistent with those used in our financial statements. The change from the prior year is generally due to (a) the additional years of service earned by the executive officer under the plans, (b) the change in the final average salary from the prior year used to determine plan benefits, (c) the interest earned on accumulated benefits during the year (that is, the decrease in the deferral period until benefits commence as the executive officer approaches retirement) and (d) changes in actuarial assumptions including interest rates. Our Deferred Compensation Plan does not credit above-market earnings or preferential earnings to amounts deferred, and accordingly, no nonqualified deferred compensation earnings have been reported. (6)Amounts included in All Other Compensation for 2025 include the cost of premiums for life insurance paid by the Company, amounts reimbursed to executives for executive physicals, as well as the following:

  72. Summary Compensation Table

    | Name | Company Contributions to our Deferred Compensation Plan ($) | Company Contributions to the 401(k) Savings Plan ($) | Company Paid Financial Wellness ($) | | Bob Frenzel | 46,250 | 11,750 | 12,975 | | Brian Van Abel | 21,850 | 11,750 | 12,975 | | Amanda Rome | 19,250 | 11,750 | 12,975 | | Ryan Long | — | 11,750 | 12,975 | | Michael Lamb | 10,517 | 11,750 | 12,265 | | Tim O'Connor | 8,783 | 11,750 | — |

  73. Summary Compensation Table

    Executive officers may have the occasional personal use of event tickets when such tickets are not being used for business purposes, for which we have no incremental costs. (7)This total includes a one-time award of retention RSUs with a grant date fair value of $9,000,011. The total excluding this one-time award is $12,357,157. (8)Mr. Long was promoted to Executive Vice President, Chief Legal and Compliance Officer effective June 16, 2025. His compensation is described in the CD&A. (9)Mr. Lamb was promoted to Executive Vice President, Chief Delivery Officer effective May 1, 2025. His compensation is described in the CD&A. (10)Mr. O'Connor ceased serving as EVP, Chief Operations Officer effective May 1, 2025 and remained an employee to assist with transition until August 21, 2025.

  74. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding awards granted during 2025 to the NEOs.

  75. Grants of Plan-Based Awards

    | | Grant Date | Date of Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Bob Frenzel | 1/2/2025 | 12/17/2024 | | | | 20,154 | 115,166 | 230,332 | | 7,944,151 | | | 1/2/2025 | 12/17/2024 | | | | | | | 49,357(4) | 3,300,009 | | | | | 1,051,250 | 2,102,500 | 4,205,000 | | | | | | | Brian Van Abel | 1/2/2025 | 12/17/2024 | | | | 4,306 | 24,604 | 49,208 | | 1,697,184 | | | 1/2/2025 | 12/17/2024 | | | | | | | 10,545(4) | 705,039 | | | | | 357,000 | 714,000 | 1,428,000 | | | | | | | Amanda Rome | 1/2/2025 | 12/17/2024 | | | | 3,481 | 19,892 | 39,784 | | 1,372,150 | | | 1/2/2025 | 12/17/2024 | | | | | | | 8,526(4) | 570,049 | | | | | 329,375 | 658,750 | 1,317,500 | | | | | | | Ryan Long | 1/2/2025 | -- | | | | 916 | 5,235 | 10,470 | | 361,110 | | | 1/2/2025 | -- | | | | | | | 2,244(4) | 150,034 | | | 6/18/2025 | 6/15/2025 | | | | 1,386 | 7,921 | 15,842 | | 546,391 | | | 6/18/2025 | 6/15/2025 | | | | | | | 3,395(5) | 225,021 | | | | | 225,000 | 450,000 | 900,000 | | | | | | | | | | 12,500 | 50,000 | 100,000 | | | | | | | Michael Lamb | 1/2/2025 | -- | | | | 1,283 | 7,329 | 14,658 | | 505,554 | | | 1/2/2025 | -- | | | | | | | 3,141(4) | 210,007 | | | 5/1/2025 | 2/25/2025 | | | | 774 | 4,425 | 8,850 | | 305,237 | | | 5/1/2025 | 2/25/2025 | | | | | | | 1,897(5) | 133,549 | | | | | 176,933 | 353,866 | 707,732 | | | | | | | Tim O'Connor | 1/2/2025 | 12/17/2024 | | | | 3,115 | 17,798 | 35,596 | | 1,227,706 | | | 1/2/2025 | 12/17/2024 | | | | | | | 7,629(4) | 510,075 | | | | | 217,041 | 434,082 | 868,164 | | | | | |

  76. Grants of Plan-Based Awards

    (1)The amounts show estimated payouts of annual incentive awards pursuant to the AIP. Payouts of annual incentive awards are dependent on the level of achievement of corporate financial and operational goals approved by the GCN Committee, with each individual having the opportunity to earn from 0% to 200% of the target annual incentive award based on the level of achievement of the goals. The actual payments of the cash component of these awards are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table on page 41. An executive officer may elect to receive shares of common stock or restricted stock in lieu of all or a portion of the cash payment for which they were otherwise entitled under the AIP. No such elections were made for 2025. For Mr. Long, the amount also includes estimated payouts of a long-term cash incentive award granted to Mr. Long for the 2025-2027 performance period pursuant to a program he participated in prior to his promotion to EVP, Chief Legal and Compliance Officer. (2)The amounts show the threshold, target and maximum payouts for grants of PSUs for the 2025-2027 performance period which vest on December 31, 2027. PSUs vest based on the level of achievement of performance conditions approved by the GCN Committee, with each individual having the opportunity to earn from 0% to 200% of the target PSUs award based on the level of achievement. All PSUs were granted under the Xcel Energy Inc. 2024 Equity Incentive Plan (the "2024 Plan"). The number of units granted was determined based on the fair market value of our common stock at the time the units were granted, and the value of the units granted is included in the "Stock Awards" column in the Summary Compensation Table. The number of PSUs paid out upon settlement will be determined based on the level of performance achieved. (3)The target grant date fair value of each PSU award and the grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the grant date. (4)The amount reflects RSUs issued under the 2024 Plan that will vest on December 31, 2027. (5)The amount reflects RSUs issued under the 2024 Plan that will vest on December 31, 2027 that were granted to Messrs. Long and Lamb in connection with their promotions.

  77. Grants of Plan-Based Awards

    | PROXY STATEMENT 2026 | 43 |

  78. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides additional information regarding outstanding RSUs and PSUs held by the NEOs on December 31, 2025. Fractional share amounts have been rounded to the nearest whole share.

  79. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | | Bob Frenzel | 50,173(3) | 3,705,753 | 66,896(4) | 4,940,952 | | | 50,927(5) | 3,761,500 | 50,172(6) | 3,705,675 | | | 163,113(7) | 12,047,507 | 118,830(8) | 8,776,807 | | Brian Van Abel | 24,669(3) | 1,822,026 | 15,052(4) | 1,111,718 | | | 10,881(5) | 803,635 | 11,289(6) | 833,789 | | | | | 25,387(8) | 1,875,072 | | Amanda Rome | 22,160(3) | 1,636,766 | 11,707(4) | 864,678 | | | 8,797(5) | 649,767 | 8,781(6) | 648,528 | | | | | 20,525(8) | 1,515,970 | | Ryan Long | 4,182(3) | 308,898 | 3,345(4) | 247,040 | | | 5,734(5) | 423,529 | 2,508(6) | 185,260 | | | | | 13,378(8) | 988,107 | | Michael Lamb | 3,386(3) | 250,109 | 4,515(4) | 333,479 | | | 5,167(5) | 381,613 | 3,386(6) | 250,109 | | | | | 12,054(8) | 890,332 | | Tim O'Connor | 11,876(3) | 877,144 | 11,373(4) | 839,982 | | | 7,872(5) | 581,406 | 8,529(6) | 629,948 | | | | | 18,364(8) | 1,356,386 |

  80. Outstanding Equity Awards at Fiscal Year-End

    (1)Values were calculated based on the $73.86 closing price of our common stock on December 31, 2025. For PSUs granted in 2024 and 2025, the values reflected in the table assume target performance for PSUs. The value of the PSUs at payout will be based on actual performance and the price of our common stock at that time. (2)Amounts reflected exclude PSU awards that have a measurement period that ended on December 31, 2025 and vested on such date. The GCN Committee certified payment of these awards on February 24, 2026, and the amounts for these awards are included in the Option Exercises and Stock Vested table on page 45. (3)Represents RSUs granted for 2024-2026, and credited dividend equivalents, vesting on December 31, 2026. (4)Represents PSUs granted for 2024-2026, and credited dividend equivalents, based on relative TSR for the performance period January 1, 2024 to December 31, 2026. The measurement date for the vesting of these awards is December 31, 2026. (5)Represents RSUs granted for 2025-2027, and credited dividend equivalents, vesting on December 31, 2027. (6)Represents PSUs granted for 2024-2026, and credited dividend equivalents, based on carbon dioxide emissions reduction. The measurement date for the vesting of these awards is December 31, 2026. (7)Represents retention-based RSUs granted on October 25, 2023. Of the RSUs granted, 33% will vest on February 28, 2027 and 67% will vest on February 29, 2028. (8)Represents PSUs granted for 2025-2027, and credited dividend equivalents. The measurement date for the vesting of these awards is December 31, 2027.

  81. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table discloses on a grant-by-grant basis the PSU, RSU and restricted stock awards that vested in 2025. Fractional share amounts have been rounded to the nearest whole share.

  82. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Bob Frenzel | 23,778(3) | 1,981,920(4) | | | 85,177(5) | 7,099,490(4) | | | 28,393(6) | 2,366,527(4) | | Brian Van Abel | 6,869(3) | 572,563(4) | | | 24,607(5) | 2,051,009(4) | | | 8,202(6) | 683,639(4) | | Amanda Rome | 678(7) | 48,889(8) | | | 5,071(3) | 422,705(4) | | | 18,167(5) | 1,514,207(4) | | | 6,056(6) | 504,796(4) | | Ryan Long | 944(3) | 78,665(4) | | | 3,380(5) | 281,709(4) | | | 1,127(6) | 93,965(4) | | Michael Lamb | 886(3) | 73,838(4) | | | 3,174(5) | 264,567(4) | | | 2,888(6) | 240,696(4) | | Tim O'Connor(9) | 5,284(3) | 440,420(4) | | | 18,928(5) | 1,577,624(4) | | | 6,309(6) | 525,875(4) |

  83. Option Exercises and Stock Vested

    (1)We have not granted stock options since 2001, and there are no outstanding options. As such, the columns relating to option exercises have been omitted. (2)Amounts reflected include PSU awards that had performance periods that ended on December 31, 2025 and RSUs that vested on December 31, 2025. The GCN Committee certified the achievement of the applicable performance measures on February 24, 2026. (3)Reflects vesting of PSUs granted for the performance period of January 1, 2023 to December 31, 2025 and associated dividend equivalent units based on achievement of TSR relative to our peer group. Upon settlement, each officer received their PSU award as follows: Messrs. Frenzel, Van Abel, Lamb and O'Connor and Ms. Rome received 50% as common stock and 50% as cash, and Mr. Long received 100% as common stock. (4)Value is based on the closing market price of our common stock on February 23, 2026, or $83.35, the preceding trading date prior to the GCN Committee certification. (5)Reflects vesting of PSUs granted for the performance period of January 1, 2023 to December 31, 2025 and associated dividend equivalent units based on achievement of a defined reduction of carbon dioxide emissions. Upon settlement, each officer received 100% of the PSU award in shares of common stock. (6)Reflects vesting of service-based RSUs granted for the period of January 1, 2023 to December 31, 2025 and associated dividend equivalent units based on active employment at the time of vesting. Upon settlement, each officer received 100% of the RSUs in shares of common stock. (7)Reflects vesting of restricted stock elected in lieu of cash compensation under the AIP plus associated stock acquired with reinvested dividends. (8)Value is based on the closing market price of our common stock on February 28, 2025, or $72.10, the trading date prior to the vesting date. (9)Vesting of PSUs and RSUs granted to Mr. O'Connor were prorated to reflect his retirement from service effective August 21, 2025.

  84. Option Exercises and Stock Vested

    | PROXY STATEMENT 2026 | 45 |

  85. Pension Benefits

    Pension Benefits We maintain two defined benefit plans in which the NEOs participate. •The Xcel Energy Pension Plan (referred to as the "Pension Plan") provides funded, tax-qualified benefits that are subject to compensation and benefit limits under the Internal Revenue Code. •The Xcel Energy Inc. Nonqualified Pension Plan (referred to as the "Nonqualified Pension Plan") provides unfunded, nonqualified benefits for compensation that is above the required limits of the Pension Plan.

  86. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Bob Frenzel | Pension Plan | 10 | 498,377 | — | | | Nonqualified Pension Plan | 10 | 512,434 | — | | Brian Van Abel | Pension Plan | 16 | 967,304 | — | | | Nonqualified Pension Plan | 16 | 695,142 | — | | Amanda Rome | Pension Plan | 11 | 197,761 | — | | | Nonqualified Pension Plan | 11 | 171,576 | — | | Ryan Long | Pension Plan | 10 | 130,390 | — | | | Nonqualified Pension Plan | 10 | 61,302 | — | | Michael Lamb | Pension Plan | 41 | 1,767,485 | — | | | Nonqualified Pension Plan | 41 | 507,855 | — | | Tim O'Connor | Pension Plan | 18 | — | 1,929,755 | | | Nonqualified Pension Plan | 18 | 758,447 | — |

  87. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the amounts deferred by the NEOs and our matching contributions during 2025.

  88. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($)(2) | Aggregate Earnings (Loss) in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Dec. 31, 2025 ($)(3) | | Bob Frenzel | 101,500 | 46,250 | 89,461 | — | 891,604 | | Brian Van Abel | 84,000 | 21,850 | 64,575 | — | 432,954 | | Amanda Rome | 38,750 | 19,250 | 25,398 | — | 197,768 | | Ryan Long | — | — | — | — | — | | Michael Lamb | 149,447 | 10,517 | 54,178 | — | 214,141 | | Tim O'Connor(4) | 50,000 | 8,783 | 2,864,232 | (6,435) | 20,395,730 |

  89. Nonqualified Deferred Compensation

    (1)Deferrals into the deferred compensation plan were made from compensation earned in 2025 that are reported in the Summary Compensation Table in the columns titled "Salary" and "Non-Equity Incentive Plan Compensation" as follows:

  90. Nonqualified Deferred Compensation

    | Name | Base Salary ($) | Annual Incentive Payout ($) | | Bob Frenzel | 101,500 | — | | Brian Van Abel | 84,000 | — | | Amanda Rome | 38,750 | — | | Ryan Long | — | — | | Michael Lamb | 22,267 | 127,180 | | Tim O'Connor | 50,000 | — |

  91. Nonqualified Deferred Compensation

    (2)Amounts shown reflect our matching contributions (above applicable Internal Revenue Code limits) into our deferred compensation plan during 2025 and are included in "All Other Compensation" in the Summary Compensation Table. These amounts are described in footnote 6 to the Summary Compensation Table on page 41. (3)Of the amounts shown, the following amounts were included in the column titled "Salary" in the Summary Compensation Table for 2024 and 2023, respectively: Mr. Frenzel: $98,000 and $91,000; Mr. Van Abel: $64,000 and $52,500; Ms. Rome: $35,000 and $33,750; and Mr. O'Connor: $80,000 and $62,000. (4)The Aggregate Earnings, Aggregate Withdrawals/Distributions and Aggregate Balance columns include $1,640, $6,435 and $24,846, respectively, attributable to the Nuclear Management Company, LLC Executive Deferred Compensation Plan of our former subsidiary which was closed to new participants and contributions in 2008 and which has three retiree and no active employee participants.

  92. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We provide severance benefits to the NEOs under the Xcel Energy Inc. Executive Severance and Change in Control Plan (the "Severance Plan"). As discussed above, the Severance Plan provides a market-competitive severance benefit and serves as a retention tool in the event the Company were to undergo a change in control. Each of our current NEOs is a participant in the Severance Plan. Under the Severance Plan, a participant whose employment is terminated will receive severance benefits unless: •The employer terminated the participant for cause (as defined in the 2024 Plan); •Termination was because of the participant's death, disability or retirement; •The participant's division, subsidiary or business unit was sold and the buyer agreed to continue the participant's employment with specified protections for the participant; or •The participant terminated voluntarily. The severance benefits include the following, which is then applied to the multiple described below: •A lump sum cash payment equal to the participant's annual base salary and target annual incentive award; •A lump sum cash payment equal to the prorated target annual incentive compensation for the year of termination; •A lump sum cash payment equal to the value of the additional amounts that would have been credited to or paid on behalf of the participant under pension and retirement savings plans if the participant had remained employed during the severance period as defined in the plan; and •A lump sum cash payment equal to the employer portion of premiums for medical and dental benefits for the severance period as defined in the plan. The participant also receives a lump sum cash payment of $30,000 for outplacement services. The multiple applied to the severance benefits above is 2 for the CEO and 1.5 for the other NEOs. If the participant is terminated (including a voluntary termination following a diminution in salary, benefits or responsibilities) within two years following a change in control (as defined in the 2024 Plan), the multiple applied to the severance benefits above is 3 for the CEO and 2 for the other executive officers. Notwithstanding the foregoing, the severance multiple applied for a change in control termination impacting Messrs. Van Abel, Long and Lamb and Ms. Rome will be 3, which was the multiple under the prior plan. Pursuant to the terms of our incentive compensation plans and equity award agreements, upon a change in control, all unvested shares of restricted stock and unvested RSUs will vest immediately, and all PSUs will vest and be paid out immediately in cash as if the applicable performance goals had been obtained at target levels. The amounts payable in cash for each of the NEOs relating to the PSUs and RSUs are included in the "Equity compensation" row of the "Termination upon Change in Control" column in the Aggregate Termination Payments table on page 51.

  93. Outstanding Equity Compensation Awards

    Outstanding Equity Compensation Awards As discussed above, pursuant to the terms of our incentive compensation plans and equity award agreements, in the event there is a change in control, all stock-based awards, such as restricted stock, will vest immediately and any awards that may be settled in cash or stock, such as PSUs and RSUs, will vest and be paid out immediately in cash as if the applicable performance goals had been obtained at target levels. The treatment of other unvested stock-based awards and awards that may be settled in cash or stock in situations other than a change in control, is as follows:

  94. Outstanding Equity Compensation Awards

    | Award | Audience | Voluntary Termination | Involuntary Termination With Cause | Involuntary Termination Without Cause | Retirement | Death or Disability | | PSUs | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | | | For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | Prorated* until date of retirement, with actual payment dependent upon the achievement of performance goals | | | RSUs | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | | | For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation | | Prorated until date of separation | Prorated* until date of retirement | | | Retention RSUs | | Forfeited | Forfeited | Forfeited; at Board's discretion, units may vest pro-rata based on completed service | Forfeited | Prorated |

  95. Outstanding Equity Compensation Awards

    * NEOs who provide notice of retirement in accordance with the award agreement used in 2024 and 2025 will not have their awards prorated upon retirement but will have their awards vest in full (based on actual performance for PSUs).

  96. CEO Pay Ratio

    CEO Pay Ratio Set forth below is the ratio of the annual total CEO compensation for 2025 to the annual total compensation of our median employee for 2025. Mr. Frenzel's annual total CEO compensation was $15,998,859, as reflected in the Summary Compensation Table on page 41. To determine our median employee last year, we used a definition that was based on actual W-2 taxable income for the 2024 calendar year for those who were employed on December 1, 2024, excluding our CEO. Taxable income was selected because it is inclusive of all forms of compensation paid to an employee such as overtime and allowances per union contracts, and we believe it is an appropriate representation of pay. Our median employee for our pay ratio this year is the same employee we used for the pay ratio calculation last year. We believe this employee continues to generally represent the employee population and compensation structure, and there were no significant changes in our employee population or compensation practices as of December 1, 2025 that could reasonably result in a change in pay ratio. For 2025, our median employee’s annual total compensation, calculated using the same methodology that we used to determine the annual total compensation of the CEO, was $147,664. Comparing the annual total CEO compensation for 2025 noted above to our median employee's annual total compensation for 2025, the resulting CEO pay ratio is 108:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

  97. Pay Versus Performance

    Pay Versus Performance This section provides information regarding "compensation actually paid" to our NEOs for fiscal years 2021 through 2025 as defined, and in accordance with, SEC rules. References in this proxy statement to "CAP" refer to "compensation actually paid" as defined in applicable SEC rules. The disclosures included in this section were not considered by the GCN Committee when making compensation decisions.

  98. Pay Versus Performance

    Pay Versus Performance

  99. Pay Versus Performance

    | | | | | | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(2)(3) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO Frenzel ($)(1) | Summary Compensation Table Total for CEO Fowke ($)(1) | Compensation Actually Paid to CEO Frenzel ($)(1)(2) | Compensation Actually Paid to CEO Fowke ($)(1)(2) | | | Total Shareholder Return ($)(4) | EEI Electrics Index Total Shareholder Return ($)(4)(5) | Net Income (in Millions) ($)(6) | Ongoing EPS ($)(6) | | 2025 | 15,992,859 | — | 28,391,485 | — | 3,331,749 | 4,888,460 | 130 | 144 | 2,018 | 3.80 | | 2024 | 12,932,063 | — | 20,695,635 | — | 3,635,267 | 4,874,815 | 114 | 129 | 1,936 | 3.50 | | 2023 | 21,357,168 | — | 18,145,698 | — | 3,802,917 | 2,708,009 | 101 | 108 | 1,771 | 3.35 | | 2022 | 10,318,579 | — | 9,940,497 | — | 3,258,129 | 3,537,717 | 111 | 118 | 1,736 | 3.17 | | 2021 | 8,350,364 | 12,785,442 | 6,391,262 | (962,729) | 2,543,311 | 1,949,601 | 104 | 117 | 1,597 | 2.96 |

  100. Pay Versus Performance

    (1)Mr. Frenzel became CEO on August 18, 2021. Mr. Fowke served as our CEO from 2011 until his retirement on August 18, 2021. (2)Amounts in this column reflect the total compensation reflected in the Summary Compensation Table for the applicable year adjusted in accordance with SEC rules to determine CAP. The adjustments made to Summary Compensation Table totals in order to determine CAP for our CEO and our other NEOs for 2025 are set forth below. The amounts included for non-CEO NEOs have been averaged. Dividends paid on equity awards during the year are included in the Stock Awards column of the Summary Compensation Table.

  101. Pay Versus Performance

    | | | Pension-Related Adjustments | | Equity-Related Adjustments | | | | | | | | | | | | | Difference Between Fair Value of Awards from | | | | | | Year | Summary Compensation Table Aggregate Change in Actuarial Present Value of Accumulated Benefits under Defined Benefit and Pension Plans ($) | Pension Service Cost ($) | Summary Compensation Table "Stock Awards" Amount ($) | Year-End Fair Value of Awards Granted During the Year that Remain Unvested ($) | 12/31/24 to 12/31/25 for Awards Granted in any Prior Year that Remained Unvested at Year-End ($) | 12/31/24 to Vesting Date for Prior Year Awards that Vested During the Year ($) | Adjustments for Stock Awards that Failed to Meet Vesting Conditions During Fiscal Year ($) | Adjustments to Summary Compensation Table Totals ($) | | CEO Frenzel | 2025 | (200,268) | 125,217 | (11,244,160) | 18,922,903 | 1,283,337 | 3,511,596 | — | 12,398,626 | | Average Non-CEO NEOs | 2025 | (187,957) | 71,374 | (1,703,821) | 2,857,148 | 232,952 | 332,015 | (45,000) | 1,556,711 |

  102. Pay Versus Performance

    (3)The non-CEO NEOs were as follows: 2025: Brian Van Abel, Amanda Rome, Ryan Long, Michael Lamb and Tim O'Connor; 2024: Brian Van Abel, Tim O'Connor, Amanda Rome and Rob Berntsen; 2023: Brian Van Abel, Brett Carter, Tim O'Connor, Amanda Rome and Patricia Correa; 2022: Brian Van Abel, Brett Carter, Tim O'Connor and Amanda Rome; 2021: Brian Van Abel, Brett Carter, Tim O'Connor and Amanda Rome (4)Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2020 (the last trading day of fiscal 2020) through and including the end of each year reported in the table. (5)The EEI Investor-Owned Electrics Index ("EEI Electrics Index") (market capitalization-weighted) is a broad measure of industry performance, and which is the industry index used to show our performance in our Form 10-K. (6)The SEC's rules and related guidance state that the "Company-Selected Measure" must be a financial performance measure not otherwise presented in the table above that we use to link CAP for our NEOs for fiscal 2025 to our Company's performance. The only financial performance measures used in our executive compensation program are relative TSR and ongoing EPS, which is a non-GAAP measure that we reconcile in Exhibit A which can be adjusted for certain identified financial impacts. Adjustments were made to ongoing EPS for 2025 as noted in Exhibit A. As described in the CD&A, our annual incentive awards are, in part, based on ongoing EPS. When ongoing EPS is below guidance, annual incentive awards will not be paid. As described in the CD&A, our 2025-2027 PSU awards are, in part, based on the rate at which the Company’s annual ongoing EPS changes from the 2024 baseline of $3.55 to the end of 2027, and the number of PSUs that will vest is subject to a relative TSR ranking modifier.

  103. Pay Versus Performance

    | | | We have listed to the left the most important financial performance measures (as well as our most important non-financial measures) used to link CAP and Company performance for fiscal year 2025 as further described in our CD&A. | | Most Important Performance Measures | | | | •Electric System Reliability (SAIDI) •Safety (public and employee) •Carbon Dioxide Emissions Reduction | •Customer Satisfaction •Ongoing Earnings Per Share •Relative Total Shareholder Return | |

  104. Pay Versus Performance

    | PROXY STATEMENT 2026 | 53 |

  105. Pay Versus Performance

    The following charts have been included to show the relationship, if any, between our CEO's CAP and other (average) NEO's CAP and (i) Company TSR and peer group TSR, (ii) the Company's net income and (iii) the Company's ongoing EPS.

  106. Securities Authorized for Issuance under Equity Compensation Plans

    | DIRECTOR COMPENSATION |

  107. Director Compensation Table

    Director Compensation Table The compensation each non-employee director received in 2025, including deferred amounts, is shown in the table below.

  108. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($) | | Megan Burkhart | 150,316 | 200,063 | 350,379 | | Lynn Casey | 144,626 | 182,726 | 327,352 | | Maria Demaree(3) | 5,503 | 71,994 | 77,497 | | Netha Johnson | 125,000 | 170,000 | 295,000 | | Patricia Kampling | 134,316 | 204,038 | 338,354 | | George Kehl | 160,000 | 170,000 | 330,000 | | Richard O'Brien | 145,000 | 170,000 | 315,000 | | Charles Pardee | 155,000 | 201,000 | 356,000 | | Christopher Policinski | 58,104 | 11,621 | 69,725 | | James Prokopanko | 135000 | 170,000 | 305,000 | | Devin Stockfish(4) | 117,361 | 225,273 | 342,634 | | Tim Welsh | 128,874 | 195,774 | 324,648 | | Kim Williams | 61,978 | — | 61,978 | | Daniel Yohannes | 48,420 | — | 48,420 |

  109. Director Compensation Table

    (1)In 2025, the following directors elected to defer cash compensation into stock equivalent units as follows (including an additional 20% value for cash fees paid in stock as described above under “Stock Program”):

  110. Director Compensation Table

    | Name | Cash ($) | Stock Equivalent Units (#) | | Megan Burkhart | 150,316 | 2,482 | | Lynn Casey | 144,626 | 2,169 | | Patricia Kampling | 74,190 | 1,489 | | Charles Pardee | 155,000 | 2,568 | | Christopher Policinski | 58,104 | 1,014 | | Tim Welsh | 128,874 | 2,139 |

  111. Director Compensation Table

    (2)Amounts in this column represent the aggregate grant date fair value of the shares of common stock or stock equivalent units granted to directors in 2025 as computed in accordance with FASB ASC Topic 718, which value is equal to the closing price of our common stock on the trading date preceding the applicable grant date. Directors may receive stock equivalent units for their annual equity grant and may receive additional stock equivalent units if they elect to defer their cash retainers into stock equivalent units. Stock equivalent units are only payable as a distribution of whole shares of our common stock upon a change in control or a director's termination of service, disability or death. The stock equivalent units fluctuate in value as the value of our common stock fluctuates. For information on holdings of common stock and stock equivalent units as of March 23, 2026, see the Ownership of Securities table on page 61. (3) Ms. Demaree joined the Board of Directors on December 17, 2025. (4) Mr. Stockfish joined the Board of Directors on January 23, 2025.

  112. Directors and Officers

    Directors and Officers The table below provides the beneficial ownership of our common stock as of March 23, 2026 for (a) each director and director nominee, (b) the executive officers named in the Summary Compensation Table and (c) the directors and current executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) over the shares noted. As of March 23, 2026, there were 624,162,193 shares of our common stock issued, outstanding and entitled to vote. None of the listed individual directors, director nominees or executive officers beneficially owned more than 1% of our common stock on March 23, 2026. The directors and executive officers as a group beneficially owned less than 1% of our common stock on March 23, 2026. None of the shares owned by our directors or executive officers are subject to any type of pledge.

  113. Directors and Officers

    | Name of Beneficial Owner | Principal Position | Total Shares of Common Stock Beneficially Owned | Stock Equivalents(1) | | Megan Burkhart | Director | — | 20,240 | | Lynn Casey | Director | 147 | 39,910 | | Maria Demaree | Director | 732 | 246 | | Netha Johnson | Director | 531 | 16,434 | | Patricia Kampling | Director | 11,841 | 9,769 | | George Kehl | Director | 612 | 16,434 | | Richard O'Brien | Director | 11,366 | 90,704 | | Charles Pardee | Director | 14,481 | 15,879 | | James Prokopanko | Director | 1,000 | 37,723 | | Devin Stockfish | Director | 2,170 | 3,349 | | Tim Welsh | Director | — | 14,180 | | Bob Frenzel | Chairman, President and Chief Executive Officer | 512,597 | — | | Brian Van Abel | Executive Vice President, Chief Financial Officer | 110,697 | — | | Amanda Rome | Executive Vice President, Group President, Utilities and Chief Customer Officer | 55,819 | — | | Ryan Long | Executive Vice President, Chief Legal and Compliance Officer | 19,760 | — | | Michael Lamb | Executive Vice President, Chief Delivery Officer | 40,463 | — | | Tim O'Connor | Former Executive Vice President, Chief Operations Officer | — | — | | Directors and Current Executive Officers as a group (18 persons) | | 837,127 | 264,870 |

  114. Directors and Officers

    (1)Stock equivalents represent (i) stock equivalent units held under the directors' Stock Program as of March 23, 2026 and (ii) the share equivalents of our common stock held by executive officers in the Deferred Compensation Plan as of March 23, 2026. For information on the director stock equivalent units granted during 2025, see page 57. The information in this column is not required by SEC rules because the stock equivalents carry no voting rights and the recipient does not have the right to acquire any underlying shares within 60 days of March 23, 2026. Nevertheless, we believe that this information provides a more complete picture of the financial stake that our directors and executive officers have in the Company.

  115. Directors and Officers

    | PROXY STATEMENT 2026 | 61 |

  116. Directors and Officers

    Ownership of Securities