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NextEra Energy (NEE) sells long-dated junior subordinated debentures with fixed-to-floating coupons

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

Rhea-AI Filing Summary

NextEra Energy Capital Holdings, a wholly owned subsidiary of NextEra Energy, Inc., sold three large series of junior subordinated debentures. It issued $1.0 billion of Series AA due October 1, 2056, $1.25 billion of Series BB due October 1, 2056, and $1.5 billion of Series CC due October 1, 2066.

The Series AA, BB and CC debentures initially carry fixed interest rates of 6.000%, 6.200% and 6.625%, respectively, before switching to a floating rate tied to the Five-Year Treasury Rate plus a margin, reset every five years but never below the initial rate. Each series becomes callable at the issuer’s option starting in 2031, 2036 and 2046, respectively, and all are fully and subordinately guaranteed by NextEra Energy.

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Insights

NextEra adds long-dated hybrid-style debt with fixed-to-floating rates and subordinated guarantees.

NextEra Energy Capital Holdings has raised long-term funding through three junior subordinated debenture series totaling several billion dollars in principal. These instruments carry initial fixed coupons from 6.000% to 6.625%, with maturities extending to 2056 and 2066.

The debentures later reset every five years to the Five-Year Treasury Rate plus a margin, but with floors at the original coupon levels. This structure provides predictable initial interest costs while allowing future rate adjustments, and the long maturities support balance sheet flexibility for a capital-intensive business.

All series are junior subordinated obligations of NextEra Energy Capital Holdings and are guaranteed on a subordinated basis by NextEra Energy, Inc.. That subordination means they rank below senior debt, which can be relevant when assessing recovery prospects and overall capital stack layering.

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.
Series AA principal $1.0 billion Junior Subordinated Debentures due October 1, 2056
Series BB principal $1.25 billion Junior Subordinated Debentures due October 1, 2056
Series CC principal $1.5 billion Junior Subordinated Debentures due October 1, 2066
Series AA initial coupon 6.000% Fixed rate through October 1, 2031
Series BB initial coupon 6.200% Fixed rate through October 1, 2036
Series CC initial coupon 6.625% Fixed rate through October 1, 2046
Reset mechanism Five-Year Treasury Rate + margin Resets every five years, floored at initial rate
Series AA first call date 2031 Issuer may redeem some or all from 2031
Junior Subordinated Debentures financial
"Series AA Junior Subordinated Debentures due October 1, 2056"
A junior subordinated debenture is a long-term loan a company issues to investors that sits low in the repayment order: holders get paid after most other creditors but usually before shareholders. Because it offers higher interest to compensate for greater risk, it can boost income for investors but also carries bigger chances of loss if the issuer faces financial trouble. Think of it as standing near the back of a line for repayment — you get a bigger reward but a smaller guarantee.
Five-Year Treasury Rate financial
"each series bears interest at a rate equal to the Five-Year Treasury Rate"
The five-year Treasury rate is the interest yield on U.S. government debt that matures in five years, effectively the price the government pays to borrow money for that period. Investors watch it because it acts like a benchmark or yardstick for borrowing costs, inflation expectations and economic outlook—affecting loan rates, bond prices and stock valuations much like a thermostat signals whether the economy is heating up or cooling down.
subordinated basis financial
"The Junior Subordinated Debentures are guaranteed on a subordinated basis by NEE."
Registration Statement regulatory
"registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-278184"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Inline XBRL technical
"Interactive data files for this formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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Understanding 8-K Material Events →
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nexteraenergy.jpg

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:  June 22, 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 June 22, 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 AA Junior Subordinated Debentures due October 1, 2056 (Series AA Junior Subordinated Debentures), $1.25 billion principal amount of its Series BB Junior Subordinated Debentures due October 1, 2056 (Series BB Junior Subordinated Debentures) and $1.5 billion principal amount of its Series CC Junior Subordinated Debentures due October 1, 2066 (Series CC Junior Subordinated Debentures and together with the Series AA Junior Subordinated Debentures and the Series BB Junior Subordinated Debentures, the Junior Subordinated Debentures).

The Series AA Junior Subordinated Debentures, Series BB Junior Subordinated Debentures and Series CC Junior Subordinated Debentures initially bear interest at an annual rate of 6.000% through October 1, 2031, 6.200% through October 1, 2036 and 6.625% through October 1, 2046, respectively. Thereafter, each series bears interest at a rate equal to the Five-Year Treasury Rate (as specified in the Junior Subordinated Debentures) plus a specified margin, reset every five years, provided that the interest rate will not reset below the initial interest rate specified above for such series of Junior Subordinated Debentures.

NEECH, at its option, may redeem some or all of the Series AA Junior Subordinated Debentures beginning in 2031, the Series BB Junior Subordinated Debentures beginning in 2036 and the Series CC Junior Subordinated Debentures beginning in 2046.

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 June 22, 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 June 22, 2026, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy Capital Holdings, Inc., with respect to the Junior Subordinated Debentures
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:  June 22, 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 new securities did NextEra Energy (NEE) issue in this 8-K?

NextEra Energy’s subsidiary issued three series of Junior Subordinated Debentures. These include Series AA and Series BB due October 1, 2056, and Series CC due October 1, 2066, providing long-term subordinated financing backed by a NextEra Energy guarantee.

How large are the new junior subordinated debenture series for NextEra Energy (NEE)?

The issuance includes $1.0 billion principal amount of Series AA, $1.25 billion of Series BB, and $1.5 billion of Series CC debentures. Each series adds sizable, long-dated junior subordinated obligations to NextEra Energy Capital Holdings’ capital structure.

What are the initial interest rates on NextEra Energy’s new junior subordinated debentures?

Series AA initially bears 6.000%, Series BB bears 6.200%, and Series CC bears 6.625% annual interest. After their initial periods, the rates reset every five years to the Five-Year Treasury Rate plus a margin, but never below these starting coupons.

When can NextEra Energy redeem the new junior subordinated debentures?

NextEra Energy Capital Holdings may redeem Series AA starting in 2031, Series BB starting in 2036, and Series CC starting in 2046. These issuer call dates give the company flexibility to refinance or retire the securities after the initial fixed-rate periods.

Are the new junior subordinated debentures guaranteed by NextEra Energy (NEE)?

Yes, the junior subordinated debentures are guaranteed on a subordinated basis by NextEra Energy, Inc. This means the parent company backs the obligations, but they rank below its senior debt, affecting their place in the overall capital structure.

How are NextEra Energy’s new junior subordinated debentures registered?

The debentures were registered under the Securities Act of 1933 using Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02. This registration permits public issuance of the junior subordinated debentures to investors under those shelf filings.

Filing Exhibits & Attachments

6 documents

Other Documents