[8-K] NEXTERA ENERGY INC Reports Material Event

Rhea-AI Filing Summary

NextEra Energy, Inc. (NEE) reported that its wholly owned subsidiary, NextEra Energy Capital Holdings (NEECH), sold €1.25 billion of Series V Junior Subordinated Debentures and €1.25 billion of Series W Junior Subordinated Debentures, each due May 15, 2056.

The Series V notes carry a 3.996% annual rate to May 15, 2031, then reset every five years to the Five-Year Swap Rate plus a specified margin, with that margin increasing on May 15, 2036 and May 15, 2051. The Series W notes carry a 4.496% annual rate to May 15, 2034, then reset on the same five-year cycle, with margin increases on May 15, 2039 and May 15, 2054. NEECH may redeem Series V beginning in 2031 and Series W beginning in 2034. The debentures are guaranteed on a subordinated basis by NEE and were issued under effective shelf registration statements. Related legal opinions and Inline XBRL exhibits were filed.

Insights

Capital Structure Analyst

Material euro-denominated hybrid-style financing: long-dated, fixed-to-reset junior subordinated debentures increase funding capacity with step-up/reset features and issuer call options.

NextEra Energy Capital Holdings sold two tranches of junior subordinated debentures, each for €1.25 billion, maturing on May 15, 2056. Series V pays 3.996% to May 15, 2031, then resets every five years to the Five-Year Swap Rate plus a margin that steps up on May 15, 2036 and May 15, 2051. Series W pays 4.496% to May 15, 2034, then resets every five years with margin increases on May 15, 2039 and May 15, 2054.

The notes are junior subordinated and guaranteed on a subordinated basis by NextEra Energy, Inc., making them lower priority than senior debt. Issuer call rights begin in 2031 for Series V and 2034 for Series W, allowing refinancing flexibility around first reset dates. The securities are registered, and legal opinions are filed as exhibits.

Key watchpoints: the reset dates, margin step-up dates, and optional redemption windows, which can change the interest cost profile after 2031 and 2034. The total issuance size of €2.5 billion is significant; monitor future disclosures for any subsequent impacts on interest expense and capital allocation.

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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:  November 12, 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 November 12, 2025, NextEra Energy Capital Holdings, Inc. (NEECH), a wholly-owned subsidiary of NextEra Energy, Inc. (NEE), sold €1.25 billion principal amount of its Series V Junior Subordinated Debentures due May 15, 2056 (Series V Junior Subordinated Debentures) and €1.25 billion principal amount of its Series W Junior Subordinated Debentures due May 15, 2056 (Series W Junior Subordinated Debentures and together with Series V Junior Subordinated Debentures, Junior Subordinated Debentures).

The Series V Junior Subordinated Debentures bear interest at an annual rate of 3.996% to May 15, 2031. The interest rate will be reset on the Series V Junior Subordinated Debentures on May 15, 2031 and each fifth anniversary thereafter to an annual rate equal to the then-applicable Five-Year Swap Rate (as specified in the Series V Junior Subordinated Debentures) plus a specified margin, which margin will increase on May 15, 2036 and May 15, 2051.

The Series W Junior Subordinated Debentures bear interest at an annual rate of 4.496% to May 15, 2034. The interest rate will be reset on the Series W Junior Subordinated Debentures on May 15, 2034 and each fifth anniversary thereafter to an annual rate equal to the then-applicable Five-Year Swap Rate (as specified in the Series W Junior Subordinated Debentures) plus a specified margin, which margin will increase on May 15, 2039 and May 15, 2054.

NEECH, at its option, may redeem some or all of the Series V Junior Subordinated Debentures beginning in 2031 and Series W Junior Subordinated Debentures beginning in 2034.

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 November 12, 2025, 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 November 12, 2025, 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:  November 12, 2025

NEXTERA ENERGY, INC

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Vice President, Controller and Chief Accounting Officer