€1.75B junior subordinated debentures issued by NextEra Energy (NEE)

Rhea-AI Filing Summary

NextEra Energy Capital Holdings, Inc., a wholly owned subsidiary of NextEra Energy, Inc., has issued €1.0 billion of Series X Junior Subordinated Debentures and €750 million of Series Y Junior Subordinated Debentures, both maturing on February 26, 2056.

The Series X debentures carry a fixed 4.20% annual interest rate to February 26, 2032, then reset every five years to the then-applicable Five-Year Swap Rate plus an increasing margin, with margin step-ups in 2037 and 2052. The Series Y debentures pay 4.75% annually to February 26, 2036, then also reset every five years based on the Five-Year Swap Rate plus a margin. NextEra may redeem Series X beginning in 2031 and Series Y beginning in 2035. Both series are guaranteed on a subordinated basis by NextEra Energy and were issued under existing shelf registration statements.

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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:  February 26, 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

1-8841

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

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 February 26, 2026, NextEra Energy Capital Holdings, Inc. (NEECH), a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), sold €1.0 billion principal amount of its Series X Junior Subordinated Debentures due February 26, 2056 (Series X Junior Subordinated Debentures) and €750 million principal amount of its Series Y Junior Subordinated Debentures due February 26, 2056 (Series Y Junior Subordinated Debentures and together with the Series X Junior Subordinated Debentures, the Junior Subordinated Debentures).

The Series X Junior Subordinated Debentures bear interest at an annual rate of 4.20% to February 26, 2032. The interest rate will be reset on the Series X Junior Subordinated Debentures on February 26, 2032 and each fifth anniversary thereafter to an annual rate equal to the then-applicable Five-Year Swap Rate (as specified in the Series X Junior Subordinated Debentures) plus a specified margin, which margin will increase on February 26, 2037 and February 26, 2052.

The Series Y Junior Subordinated Debentures bear interest at an annual rate of 4.75% to February 26, 2036. The interest rate will be reset on the Series Y Junior Subordinated Debentures on February 26, 2036 and each fifth anniversary thereafter to an annual rate equal to the then-applicable Five-Year Swap Rate (as specified in the Series Y Junior Subordinated Debentures) plus a specified margin.

NEECH, at its option, may redeem some or all of the Series X Junior Subordinated Debentures beginning in 2031 and the Series Y Junior Subordinated Debentures beginning in 2035.

The Junior Subordinated Debentures are guaranteed on a subordinated basis by NEE. The Junior Subordinated Debentures 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 Junior Subordinated Debentures, 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 February 26, 2026, of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Junior Subordinated Debentures
5(b) and 8						Opinion and Consent, dated February 26, 2026, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Junior Subordinated 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)

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:  February 26, 2026

NEXTERA ENERGY, INC

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Vice President, Controller and Chief Accounting Officer

FAQ

What did NextEra Energy (NEE) disclose in this 8-K filing?

NextEra Energy reported that its subsidiary issued €1.0 billion of Series X and €750 million of Series Y Junior Subordinated Debentures, both maturing in 2056, with fixed initial interest rates and future reset features tied to the Five-Year Swap Rate.

What are the key terms of NextEra Energy’s Series X Junior Subordinated Debentures?

Series X Junior Subordinated Debentures total €1.0 billion and bear 4.20% annual interest to February 26, 2032. After that, the rate resets every five years to the then-applicable Five-Year Swap Rate plus a margin that increases in 2037 and 2052.

What are the key terms of NextEra Energy’s Series Y Junior Subordinated Debentures?

Series Y Junior Subordinated Debentures total €750 million and carry a 4.75% annual interest rate to February 26, 2036. From that date, the rate resets every five years to the then-applicable Five-Year Swap Rate plus a specified margin, as defined in the debenture terms.

When can NextEra Energy redeem the new Junior Subordinated Debentures?

NextEra Energy Capital Holdings may redeem some or all Series X Junior Subordinated Debentures beginning in 2031. It may redeem some or all Series Y Junior Subordinated Debentures beginning in 2035, providing call flexibility well before their 2056 maturity date.

Are the new Junior Subordinated Debentures guaranteed by NextEra Energy (NEE)?

Yes. The Series X and Series Y Junior Subordinated Debentures are guaranteed on a subordinated basis by NextEra Energy, Inc., meaning the parent company backs the obligations, but the guarantee ranks below its senior indebtedness in priority of payment.

Under what registration statements were NextEra’s new debentures issued?

The Junior Subordinated Debentures were registered under the Securities Act of 1933 using Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02, allowing the euro-denominated securities to be publicly offered under NextEra’s existing shelf registration framework.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-5 EX-5.A 13.0 KB
• EX-5 EX-5.B 9.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB