NextEra Energy (NEE) sets up $4B at-the-market equity issuance

Rhea-AI Filing Summary

NextEra Energy, Inc. established a new at-the-market equity issuance program by entering into an Equity Distribution Agreement on December 31, 2025. Under this agreement, the company may offer and sell from time to time shares of its common stock with an aggregate gross sales price of up to $4 billion through or to several financial institutions acting as agents or principals. Any shares sold under this program will be issued under the company’s existing automatic shelf registration statement on Form S-3. The agreement and related legal opinions are being filed as exhibits, formalizing the $4 billion at-the-market equity issuance program discussed at the company’s December 2025 investor conference.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

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Accepted by SEC EDGAR 12/31/2025 - 04:16 PM Learn about SEC filing dates

FAQ

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

NextEra Energy announced that it entered into an Equity Distribution Agreement allowing it to offer and sell, from time to time, shares of its common stock in an at-the-market equity issuance program with an aggregate gross sales price of up to $4 billion.

How much common stock can NextEra Energy sell under the new program?

The company may offer and sell shares of its common stock having an aggregate gross sales price of up to $4 billion under the Equity Distribution Agreement.

Which firms are acting as agents in NextEra Energy's $4 billion equity program?

The agents are BNY Mellon Capital Markets, LLC, BofA Securities, Inc., Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC.

What type of offering structure is NextEra Energy using for this equity issuance?

NextEra Energy is using an at-the-market equity issuance program, which allows it to sell common stock from time to time through or to the designated agents rather than in a single, fixed offering.

Under which registration statement will shares be issued for NextEra Energy's program?

Any common stock offered under the Equity Distribution Agreement will be issued pursuant to NextEra Energy’s Registration Statement on Form S-3, File Nos. 333-278184, 333-278184-01 and 333-278184-02.

What exhibits are included with this NextEra Energy 8-K related to the equity program?

The exhibits include the Equity Distribution Agreement (Exhibit 1), legal opinions from Squire Patton Boggs (US) LLP and Morgan, Lewis & Bockius LLP (Exhibits 5(a) and 5(b)), their related consents (Exhibits 23(a) and 23(b)), and Inline XBRL interactive data files (Exhibits 101 and 104).

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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:  December 31, 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

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 December 31, 2025, NextEra Energy, Inc. (NEE) entered into an Equity Distribution Agreement (the Agreement) with BNY Mellon Capital Markets, LLC, BofA Securities, Inc., Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC (each, an Agent) pursuant to which NEE may offer and sell, from time to time, common stock, $.01 par value, having an aggregate gross sales price of up to $4 billion through an Agent or to an Agent as principal. The Agreement reflects the announcement made at NEE’s December 2025 investor conference regarding the implementation of a $4 billion at-the-market equity issuance program.

Any common stock offered under the Agreement will be issued pursuant to NEE’s Registration Statement on Form S-3 (Nos. 333-278184, 333-278184-01 and 333-278184-02). In connection with the Agreement, this Current Report on Form 8-K is being filed to report certain documents as exhibits. The foregoing description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 1 to this Current Report on Form 8-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number						Description
1						Equity Distribution Agreement, dated December 31, 2025, among NextEra Energy, Inc., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC
5(a)						Opinion of Squire Patton Boggs (US) LLP
5(b)						Opinion of Morgan, Lewis & Bockius LLP
23(a)						Consent of Squire Patton Boggs (US) LLP (included in Opinion, attached as Exhibit 5(a))
23(b)						Consent of Morgan, Lewis & Bockius LLP (included in Opinion, attached as Exhibit 5(b))
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:  December 31, 2025

NEXTERA ENERGY, INC

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Vice President, Controller and Chief Accounting Officer