NextEra Energy (NEE) CFO receives stock, options and phantom share awards

Rhea-AI Filing Summary

NextEra Energy EVP, Finance & CFO Michael Dunne reported several equity compensation transactions. On February 12, 2026 he acquired 4,819 shares of common stock as a restricted stock grant and 13,941 shares from performance share settlements, both at $0 under company incentive plans.

To cover tax withholding, the company withheld 5,485 shares at $91.93 on February 12 and 4,388 shares at $93.80 on February 15. Dunne also received 523 phantom shares credited to his supplemental retirement plan, correcting a prior 252‑share overstatement, and was granted 32,853 stock options at an exercise price of $91.93, vesting in three annual installments starting February 15, 2027. After these transactions he directly owned 70,951 common shares, plus 962 shares held indirectly through a retirement savings plan trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dunne Michael

(Last) (First) (Middle)

C/O NEXTERA ENERGY, INC.

700 UNIVERSE BLVD

(Street)

JUNO BEACH FL 33408

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXTERA ENERGY INC [ NEE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A(1)		4,819	A	$0	66,883	D
Common Stock	02/12/2026		A(2)		13,941	A	$0	80,824	D
Common Stock	02/12/2026		F(3)		5,485	D	$91.93	75,339	D
Common Stock	02/15/2026		F(4)		4,388	D	$93.8	70,951	D
Common Stock								962	I	By Retirement Savings Plan Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares	(5)	02/12/2026		A		523		(5)	(5)	Common Stock	0(5)	(5)	1,621(6)	D
Employee Stock Option (Right to Buy)	$91.93	02/12/2026		A		32,853		(7)	02/12/2036	Common Stock	32,853	$0	32,853	D

Explanation of Responses:

1. Restricted stock grant made pursuant to Issuer's 2021 Long Term Incentive Plan, exempt under Rule 16b-3.

2. Shares acquired in settlement of performance share awards (which were not derivative securities) under Issuer's Amended and Restated Long Term Incentive Plan, exempt under Rule 16b-3.

3. Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired on February 12, 2026 in settlement of performance shares.

4. Restricted stock withheld by Issuer to satisfy tax withholding obligations on vesting of restricted stock granted February 16, 2023, February 15, 2024 and February 13, 2025.

5. Annual credit of phantom shares to an unfunded Supplemental Matching Contribution Account ("SMCA") for the reporting person pursuant to the NextEra Energy, Inc. Supplemental Executive Retirement Plan ("SERP") in an amount approved on the transaction date by the Issuer's Compensation Committee, which amount is determined by dividing an amount equal to (a) certain matching contributions in excess of the limits of the Issuer's Retirement Savings Plan plus (b) theoretical earnings, by the closing price of the Issuer's common stock on the last business day of the relevant year ($80.28 in 2025). The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries.

6. The number of phantom shares reported as acquired in the reporting person's Form 4 filed on February 18, 2025 was overstated by 252 shares due to a reporting error. As a result, the number of phantom shares beneficially owned following the reported transaction in that filing was overstated. The total number of phantom shares beneficially owned in Table II, Section 9 reported in this Form 4 reflects the corrected amount.

7. Options to buy 32,853 shares become exercisable in three substantially equal annual installments beginning on February 15, 2027.

	David Flechner (Attorney-in-Fact)	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NEE CFO Michael Dunne report on this Form 4?

Michael Dunne reported equity awards and tax-related share withholdings. He received restricted stock, shares from performance awards, phantom shares in a supplemental retirement plan, and new stock options, while the company withheld shares to satisfy tax obligations on these equity settlements.

How many NextEra Energy (NEE) shares does the CFO own after these transactions?

After the reported transactions, Michael Dunne directly owned 70,951 shares of NextEra Energy common stock and 962 shares held indirectly through a retirement savings plan trust, reflecting his updated ownership position following grants, performance share settlements, and tax-withholding share dispositions.

What stock option grant did the NEE CFO receive in February 2026?

Michael Dunne received options to buy 32,853 shares of NextEra Energy common stock at an exercise price of $91.93. These options vest in three substantially equal annual installments beginning on February 15, 2027, aligning his compensation with longer-term company performance.

What are the phantom shares reported by the NEE CFO, and how were they corrected?

Dunne was credited with 523 phantom shares in a Supplemental Matching Contribution Account under the Supplemental Executive Retirement Plan. The filing notes a prior overstatement of 252 phantom shares, and the 1,621 total phantom shares now shown reflects the corrected beneficial amount after this adjustment.

Were any of the NEE CFO’s reported stock dispositions open-market sales?

The dispositions reported used transaction code F, indicating shares were withheld by the company to pay exercise or tax liabilities. These tax-withholding dispositions are not open-market sales but administrative actions tied to equity award settlements and restricted stock vesting.

What equity awards did NEE grant its CFO on February 12, 2026?

On February 12, 2026, Dunne received 4,819 restricted shares under the 2021 Long Term Incentive Plan and 13,941 shares from performance awards. He also received 523 phantom shares under the supplemental retirement plan and 32,853 employee stock options at a $91.93 exercise price.