XCEL ENERGY INCXEL
XCEL ENERGY INC Stock Compensation Disclosure
Incentive Plan Including Share-Based Compensation — Xcel Energy has authorized 13.0 million shares under the Xcel Energy Inc. 2024 Equity Incentive Plan for grants made on May 22, 2024 or later and 6.0 million shares under the Amended and Restated 2015 Omnibus Incentive Plan for grants made prior to May 22, 2024.
Xcel Energy‘s Board of Directors has granted share based awards under these plans, which include various service, performance and market conditions. Following measurement at the end of a three-year restricted period settlement in shares or cash will occur if these conditions are met.
Awards granted in 2023 and 2024 with conditions incremental to service requirements contain goals based on environmental performance or Xcel Energy TSR relative to a peer group of utility companies. For 2025, awards with conditions incremental to service contain goals based on EPS, operations and environmental performance, each with adjustments for relative TSR ranking.
Equity award units granted to employees:
| (Units in Thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
Granted units (a) | 683 | 658 | 586 | |||||||||||||||||
| Weighted average grant date fair value | $ | 68.19 | $ | 63.02 | $ | 67.06 | ||||||||||||||
(a)Includes 2025, 2024 and 2023 grants of 379, 457 and 413 units (each in thousands), respectively, subject only to service conditions.
Equity awards vested:
| (Units in Thousands, Fair Value in Millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Vested Units | 502 | 282 | 329 | |||||||||||||||||
| Total Fair Value | $ | 37 | $ | 19 | $ | 20 | ||||||||||||||
Changes in the nonvested portion of equity award units:
| (Units in Thousands) | Units | Weighted Average Grant Date Fair Value | ||||||||||||
| Nonvested Units at Jan. 1, 2025 | 1,139 | $ | 64.55 | |||||||||||
| Granted | 683 | 68.19 | ||||||||||||
| Forfeited | (170) | 65.85 | ||||||||||||
| Vested | (502) | 66.27 | ||||||||||||
| Dividend equivalents | 62 | 65.85 | ||||||||||||
| Nonvested Units at Dec. 31, 2025 | 1,212 | 65.77 | ||||||||||||
Liability awards granted:
| (In Thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
Awards granted (a) | 109 | 193 | 216 | |||||||||||||||||
(a)All grants contain performance and/or market conditions.
Liability awards settled:
| (Units In Thousands, Settlement Amount in Millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Awards settled | 74 | — | 282 | |||||||||||||||||
| Settlement amount (cash, common stock and deferred amounts) | $ | 5 | $ | — | $ | 19 | ||||||||||||||
The amount of cash used to settle liability awards in 2025 was $2 million.
Stock Equivalent Units — Non-employee members of Xcel Energy‘s Board of Directors may elect to receive their annual equity grant as stock equivalent units in lieu of common stock. Each unit’s value is equal to one share of common stock. The annual equity grant is vested as of the date of each member’s election to the Board of Directors; there is no further service or other condition. Directors may also elect to receive their fees as stock equivalent units in lieu of cash. Stock equivalent units are payable as a distribution of common stock upon a director’s termination of service.
Stock equivalent units granted:
| (Units in Thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
| Granted units | 32 | 44 | 38 | |||||||||||||||||
| Weighted average grant date fair value | $ | 70.68 | $ | 57.03 | $ | 63.12 | ||||||||||||||
Changes in stock equivalent units:
| (Units in Thousands) | Units | Weighted Average Grant Date Fair Value | ||||||||||||
| Stock equivalent units at Jan. 1, 2025 | 528 | $ | 48.68 | |||||||||||
| Granted | 32 | 70.68 | ||||||||||||
| Units distributed | (53) | 52.88 | ||||||||||||
| Dividend equivalents | 16 | 71.79 | ||||||||||||
| Stock equivalent units at Dec. 31, 2025 | 523 | 50.31 | ||||||||||||
Share-Based Compensation Expense — Award settlement determination (cash or share settlement) is made by Xcel Energy, not the participants. Equity awards have not been previously settled in cash and Xcel Energy plans to continue electing share settlement. The grant date fair value of equity awards is expensed over the service period.
Awards with history of past settlement in cash or features that result in normal course cash settlement are accounted for as liability awards. For liability awards, the fair value expensed over the service period is remeasured periodically based on the expected cash settlement amounts.
Compensation costs related to share-based awards:
| (Millions of Dollars) | 2025 | 2024 | 2023 | |||||||||||||||||
Cost for share-based awards (a) | $ | 57 | $ | 30 | $ | 27 | ||||||||||||||
| Tax benefit recognized in income | 15 | 8 | 7 | |||||||||||||||||
(a)Compensation costs for share-based payments are included in O&M expense. Amount for equity awards (non-cash) was $46 million, $33 million and $25 million in 2025, 2024 and 2023, respectively.
There was approximately $52 million and $38 million as of Dec. 31, 2025 and 2024, respectively, of total unrecognized compensation cost related to nonvested share-based compensation awards. Xcel Energy expects to recognize this amount over a weighted average period of 1.7 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 17, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 19, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.