FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Prager Frank P
2. Issuer Name and Ticker or Trading Symbol

XCEL ENERGY INC [ XEL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Strategy, Security & Ext.
(Last)          (First)          (Middle)

414 NICOLLET MALL
3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2023
(Street)

MINNEAPOLIS, MN 55401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/21/2023  A  2499.391 (1)A$0 30535.391 D  
Common Stock 2/21/2023  M  1130.940 A (2)31666.331 D  
Common Stock 2/21/2023  F  1589.331 (3)D$68.01 30077 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)2/21/2023  M     1130.940 (4)  (5) (5)Common Stock 1130.940 $0 0 D  
Phantom Stock  (6)2/21/2023  A   606     (7) (7)Common Stock 606 $68.01 1659.358 (8)D  

Explanation of Responses:
(1) Represents the settlement of performance share unit awards for the 2020-2022 performance period.
(2) Restricted stock units are settled in common stock on a one-for-one basis.
(3) Represents the withholding of shares to satisfy tax obligations upon the settlement of the 2020-2022 performance share unit awards and restricted stock unit awards. Fractional share interests were settled in cash.
(4) Number of units shown reflects the reinvestment of dividend equivalents since the original grants of (a) 770 units granted on March 2, 2020 and (b) 273 units granted on March 2, 2020.
(5) Award vested on December 31, 2022 but was settled in shares of common stock on February 21, 2023.
(6) Each share of phantom stock represents the right to receive the cash value of one share of common stock.
(7) Shares of phantom stock become payable in accordance with the reporting person's distribution elections made pursuant to the Xcel Energy Deferred Compensation Plan (the "Plan"). Subject to certain timing restrictions and other limitations based on the source of the amount deferred, the reporting person may generally transfer some or all of the balance in the Plan's Company stock account into an alternative Plan investment account.
(8) The number of shares of phantom stock reflects both additional shares credited upon the deemed reinvestment of dividend equivalents as reported in the most recent report from the Plan administrator, as well as minor adjustments to the number of phantom shares credited to the reporting person's Company stock account due to the unitized nature of the Plan's Company stock fund.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Prager Frank P
414 NICOLLET MALL
MINNEAPOLIS, MN 55401


SVP, Strategy, Security & Ext.

Signatures
Kristin L. Westlund, Attorney in Fact for Frank P. Prager2/23/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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