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NextEra Energy (NEE) raises $2.3B through 7.375% equity unit offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NextEra Energy, Inc. sold $2.3 billion of equity units, initially issued as Corporate Units, including units sold under the underwriters' overallotment option. In approximately three years, holders must purchase NEE common stock for cash at prices between $91.99 and $115.00 per share.

Each equity unit combines a stock purchase contract with a 2.5% undivided interest in a Series P Debenture due February 15, 2031 and a 2.5% undivided interest in a Series Q Debenture due February 15, 2034, each debenture having a $1,000 principal amount and issued by NextEra Energy Capital Holdings, Inc.

Total annual distributions on the equity units are 7.375%, made up of debenture interest and payments under the stock purchase contracts. Holders must complete their stock purchases by February 15, 2029, potentially using proceeds from a remarketing of the debentures. Upon settlement, NextEra Energy will receive cash and issue common shares, and the debentures are guaranteed by NextEra Energy.

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Insights

NextEra raises hybrid capital via $2.3B equity unit sale.

NextEra Energy has sold $2.3 billion of equity units that blend debt-like distributions with a future obligation for holders to buy common stock. The structure locks in a future equity raise while providing investors with current income from the embedded debentures.

The units pay a total annual distribution of 7.375%, reflecting both interest on the Series P and Series Q debentures and payments under the stock purchase contracts. The debentures, each with $1,000 principal amounts, are issued by NextEra Energy Capital Holdings and are guaranteed by NextEra. This setup provides credit support for the debt component.

Holders must purchase common stock by February 15, 2029 at prices between $91.99 and $115.00 per share, so the ultimate equity issuance and dilution will depend on the settlement share count within that range. A potential remarketing of the debentures could help holders fund their purchase obligations if it is successful.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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:  March 3, 2026

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
1-8841NEXTERA 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 classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, $0.01 Par ValueNEENew York Stock Exchange
7.299% Corporate Units
NEE.PRS
New York Stock Exchange
7.234% Corporate Units
NEE.PRT
New York Stock Exchange
7.375% Corporate Units
NEE.PRV
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 March 3, 2026, NextEra Energy, Inc. (NEE) sold $2.3 billion of equity units (initially consisting of Corporate Units), which amount includes equity units sold following the full exercise of the underwriters' overallotment option. In approximately three years, the equity unit holders will be required to purchase NEE common stock for cash, based on a price per share range of $91.99 to $115.00. Each equity unit consists of (1) a contract to purchase NEE common stock (stock purchase contract), (2) initially a 2.5% undivided beneficial ownership interest in a Series P Debenture due February 15, 2031 (Series P Debentures), and (3) initially a 2.5% undivided beneficial ownership interest in a Series Q Debenture due February 15, 2034 (Series Q Debentures, and together with the Series P Debentures, the Debentures), each Debenture issued in the principal amount of $1,000 by NextEra Energy Capital Holdings, Inc. Total annual distributions on the equity units will be at the rate of 7.375%, consisting of interest on the Debentures and payments under the stock purchase contracts.

The holders of the equity units must complete the stock purchase by no later than February 15, 2029, and may satisfy their purchase obligations with proceeds raised from a remarketing of the Debentures that are a component of the equity units, if such remarketing is successful. Upon settlement of the stock purchase contract, NEE will receive cash and will issue the requisite number of shares of its common stock. The Debentures are guaranteed by NEE. The equity units were registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02. In connection with the sale of the equity units, 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
5(a)
Opinion and Consent, dated March 3, 2026, of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the equity units
5(b) and 8
Opinion and Consent, dated March 3, 2026, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the equity units
101Interactive data files for this Form 8-K formatted in Inline XBRL
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)




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:  March 3, 2026


NEXTERA ENERGY, INC
(Registrant)
WILLIAM J. GOUGH
William J. Gough
Vice President, Controller and Chief Accounting Officer


Source: View Original Filing on SEC EDGAR

FAQ

What transaction did NextEra Energy (NEE) announce in this 8-K?

NextEra Energy sold $2.3 billion of equity units, initially as Corporate Units. These units combine a stock purchase contract for NEE common stock with interests in Series P and Series Q debentures, providing income today and a future equity purchase obligation.

How do the new NextEra Energy (NEE) equity units work?

Each equity unit includes a stock purchase contract plus a 2.5% undivided interest in both a Series P Debenture due 2031 and a Series Q Debenture due 2034. Investors receive distributions while committing to buy NEE common shares later for cash.

What return do the NextEra Energy (NEE) equity units pay?

The equity units provide total annual distributions of 7.375%. This rate is a combination of interest paid on the embedded Series P and Series Q debentures and payments made under the stock purchase contracts tied to future NEE common stock purchases.

When must holders of NEE equity units buy common stock and at what price?

Holders must complete their NEE common stock purchase by February 15, 2029. The purchase price will fall within a range of $91.99 to $115.00 per share, with the number of shares issued determined at settlement within that range.

What role do the Series P and Series Q debentures play in NEE’s equity units?

The equity units include 2.5% undivided interests in Series P and Series Q debentures, each with a $1,000 principal amount. Issued by NextEra Energy Capital Holdings and guaranteed by NextEra, they generate interest that helps fund the units’ 7.375% annual distributions.

Can NEE equity unit holders use debenture remarketing to fund stock purchases?

Yes. Holders may use proceeds from a remarketing of the debentures that form part of the equity units to satisfy their stock purchase obligations, if such remarketing is successful. This mechanism can help convert the debt component into cash for buying NEE shares.

Filing Exhibits & Attachments

6 documents

Other Documents