[8-K] NextEra Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

On 1 Aug 2025, NextEra Energy, Inc. (NEE) filed an 8-K announcing that its wholly owned subsidiary, NextEra Energy Capital Holdings, Inc., remarketed US$2.0 billion of Series M Debentures originally issued in September 2022 as components of NEE equity units. Following the successful remarketing, the notes now carry a fixed coupon of 4.685% and retain their existing September 1 2027 maturity. Interest will be paid semi-annually on March 1 and September 1, beginning 1 Sep 2025. The debentures remain fully guaranteed by NEE and were sold under Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02.

The company furnished several related exhibits, including the officer’s certificate establishing the series, trustee correspondence, and two legal opinions. No operational updates, earnings figures, or changes to prior guidance were provided in this filing.

Positive

• Successful remarketing of US$2.0 billion Series M Debentures indicates continued investor demand for NEE credit.
• Fixed 4.685% coupon locks funding cost through 2027, reducing rate uncertainty.

Negative

• The 4.685% interest rate represents a definite cash outflow (~US$47 million annually) and slightly raises short-term interest expense.

Insights

Debt Capital Markets Analyst

TL;DR — US$2 billion debentures successfully remarketed at 4.685%, confirming NEE’s continuing access to low-4% funding through 2027.

The remarketing converts the floating-rate equity-unit component into a fixed-rate senior debenture, locking in a 4.685% coupon for the remaining two-year term. Given current investment-grade utility spreads, the reset rate appears competitive and signals solid investor demand for NEE paper. The guarantee by the parent preserves the debentures’ credit profile, while the short tenor limits refinancing risk. Because the transaction replaces an existing liability, leverage metrics should remain largely unchanged; however, interest expense from September 2025 to September 2027 is now predictable. Overall, the event is administratively important but not expected to materially move valuation.

Utility-Sector Portfolio Manager

TL;DR — Routine capital-markets action; neither earnings nor dividend outlook affected.

For equity holders, the key takeaway is that nothing fundamental has changed: there are no revisions to cap-ex, rate-base growth, or dividend policy. Locking the coupon near 4.7% for just two years marginally reduces rate risk but adds roughly US$190 million in total interest cost over the remaining term. Given NEE’s size and strong cash flows, this is immaterial to EPS. I therefore view the filing as neutral for the share price, though it underscores the company’s continued ability to execute low-friction financings.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported:  August 1, 2025

Commission File Number

Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number

IRS Employer Identification Number

1-8841

NEXTERA ENERGY, INC.

59-2449419

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization:  Florida

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

NEE

New York Stock Exchange

6.926% Corporate Units

NEE.PRR

New York Stock Exchange

7.299% Corporate Units

NEE.PRS

New York Stock Exchange

7.234% Corporate Units

NEE.PRT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On August 1, 2025, NextEra Energy Capital Holdings, Inc., a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), completed a remarketing of approximately $2.0 billion aggregate principal amount of its Series M Debentures due September 1, 2027. The Series M Debentures are guaranteed by NEE. These remarketed debentures were originally issued in September 2022 as components of equity units issued by NEE. Upon completion of the remarketing, the interest rate on the Series M Debentures was reset to 4.685% per year and interest will be payable March 1 and September 1, commencing September 1, 2025. The remarketing occurred under Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02. In connection with the remarketing, this Current Report on Form 8-K is being filed to report certain documents as exhibits.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

*4(a)

Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated September 19, 2022, creating the Series M Debentures due September 1, 2027 (filed as Exhibit 4(e) to Form 10-Q quarter ended September 30, 2022, File No. 1-8841)

4(b)

Letter, dated August 1, 2025, from NextEra Energy Capital Holdings, Inc. to The Bank of New York Mellon, as trustee, setting forth certain terms of the Series M Debentures due September 1, 2027 effective August 1, 2025

5(a)

Opinion and Consent, dated August 1, 2025 of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the remarketing of the Debentures

5(b)

Opinion and Consent, dated August 1, 2025, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the remarketing of the Debentures

101

Interactive data files for this Form 8-K formatted in Inline XBRL

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  August 1, 2025

NEXTERA ENERGY, INC.

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Vice President, Controller and Chief Accounting Officer

FAQ

What did NextEra Energy (NEE) announce in its 8-K dated August 1 2025?

NEE disclosed the remarketing of US$2.0 billion Series M Debentures, now bearing 4.685% interest and maturing September 1 2027.

How much principal was involved in the Series M Debenture remarketing?

Approximately US$2.0 billion of aggregate principal amount.

What is the new coupon rate on the remarketed debentures?

The interest rate was reset to 4.685% per year.

When will interest payments on the Series M Debentures be made?

Interest will be payable on March 1 and September 1, starting September 1 2025.

Do the Series M Debentures carry a parent guarantee?

Yes, the debentures are fully guaranteed by NextEra Energy, Inc.

Did the filing include any changes to earnings guidance or operations?

No. The 8-K only addressed the remarketing and associated exhibits.