NEXTERA ENERGY INC filed this 424B2 on 06/17/2026
NEXTERA ENERGY INC - 424B2 - 20260617 - PROSPECTUS_SUMMARY

PROSPECTUS SUPPLEMENT SUMMARY

You should read the following summary in conjunction with the more detailed information incorporated by reference or provided in this prospectus supplement or in the accompanying prospectus. This prospectus supplement and the accompanying prospectus contain forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements should be read with the cautionary statements in the accompanying prospectus under the heading “Forward-Looking Statements” and the important factors discussed in this prospectus supplement and in the incorporated documents. To the extent that the information in this prospectus supplement is inconsistent with the information in the accompanying prospectus, you should rely on the information in this prospectus supplement. You should pay special attention to the “Risk Factors” section beginning on page S-9 of this prospectus supplement to determine whether an investment in the Junior Subordinated Debentures is appropriate for you.

NEE CAPITAL

The information in this section supplements the information in the “NEE Capital” section on page 2 of the accompanying prospectus.

NEE Capital owns and provides funding for all of NEE’s operating subsidiaries other than Florida Power & Light Company (“FPL”) and FPL’s subsidiaries. NEE Capital was incorporated in 1985 as a Florida corporation and is a wholly-owned subsidiary of NEE.

NEE Capital’s principal executive offices are located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number (561) 694-4000, and its mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.

NEE

The information in this section supplements the information in the “NEE” section on page 2 of the accompanying prospectus.

NEE is a holding company incorporated in 1984 as a Florida corporation and conducts its operations principally through its wholly owned subsidiaries, FPL and, indirectly through NEE Capital, NextEra Energy Resources, LLC and NextEra Energy Transmission, LLC (collectively, “NEER”). FPL is a rate regulated electric utility engaged primarily in the generation, transmission, storage, distribution and sale of electric energy in Florida. NEER owns, develops, constructs, manages and operates electric generation and battery storage facilities in wholesale energy markets in the U.S. and Canada, with a portfolio that includes wind, solar, nuclear and natural gas generation. In addition, NEER owns, develops, constructs and operates regulated electric and gas transmission assets in North America and transmission lines that connect its electric generation facilities to the electric grid. NEER also engages in energy related commodity marketing and trading activities and participates in natural gas, natural gas liquids and oil production.

On May 15, 2026, NEE, WG Development Corp., a Virginia corporation and direct wholly owned subsidiary of NEE (“Merger Sub Corp”), CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary of NEE (“LLC Sub”), and Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub Corp will merge with and into Dominion

 

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Energy, with Dominion Energy as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of NEE (the “First Merger”), and (ii) immediately following the First Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub as the surviving entity (the “Surviving Entity”) and a wholly owned subsidiary of NEE.

NEE’s principal executive offices are located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number (561) 694-4000, and its mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.

 

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SUMMARY—Q&A

What securities are being offered pursuant to this prospectus supplement?

NEE Capital is offering:

 

   

$1,000,000,000 aggregate principal amount of its Series AA Junior Subordinated Debentures due October 1, 2056, which are referred to as the “Series AA Junior Subordinated Debentures” in this prospectus supplement,

 

   

$1,250,000,000 aggregate principal amount of its Series BB Junior Subordinated Debentures due October 1, 2056, which are referred to as the “Series BB Junior Subordinated Debentures” in this prospectus supplement, and

 

   

$1,500,000,000 aggregate principal amount of its Series CC Junior Subordinated Debentures due October 1, 2066, which are referred to as the “Series CC Junior Subordinated Debentures” and, together with the Series AA Junior Subordinated Debentures and the Series BB Junior Subordinated Debentures, are referred to as the “Junior Subordinated Debentures” in this prospectus supplement.

NEE Capital’s corporate parent, NEE, has agreed to unconditionally and irrevocably guarantee the payment of principal, interest and premium, if any, on the Junior Subordinated Debentures (the “Junior Subordinated Guarantee”). The Junior Subordinated Debentures will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

What interest will be paid by NEE Capital?

 

   

The Series AA Junior Subordinated Debentures will bear interest (i) from and including the date of original issuance to but excluding October 1, 2031 (the “Series AA Junior Subordinated Debentures First Interest Reset Date”) at an annual rate of 6.000% and (ii) from and including the Series AA Junior Subordinated Debentures First Interest Reset Date during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 1.840%; provided, that the interest rate during any Interest Reset Period for the Series AA Junior Subordinated Debentures will not reset below 6.000% (which equals the initial interest rate on the Series AA Junior Subordinated Debentures).

 

   

The Series BB Junior Subordinated Debentures will bear interest (i) from and including the date of original issuance to but excluding October 1, 2036 (the “Series BB Junior Subordinated Debentures First Interest Reset Date”) at an annual rate of 6.200% and (ii) from and including the Series BB Junior Subordinated Debentures First Interest Reset Date during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 1.765%; provided, that the interest rate during any Interest Reset Period for the Series BB Junior Subordinated Debentures will not reset below 6.200% (which equals the initial interest rate on the Series BB Junior Subordinated Debentures).

 

   

The Series CC Junior Subordinated Debentures will bear interest (i) from and including the date of original issuance to but excluding October 1, 2046 (the “Series CC Junior Subordinated Debentures First Interest Reset Date” and together with the Series AA Junior Subordinated Debentures First Interest Reset Date and the Series BB Junior Subordinated Debentures First Interest Reset Date, each the “First Interest Reset Date”) at an annual rate of 6.625% and (ii) from and including the Series CC Junior Subordinated Debentures First Interest Reset Date during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 1.685%; provided, that the interest rate during any Interest Reset Period for the Series CC Junior Subordinated Debentures will not reset below 6.625% (which equals the initial interest rate on the Series CC Junior Subordinated Debentures).

 

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Subject to NEE Capital’s right to defer interest payments described below, interest will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2026.

For a more complete description of interest payable on the Junior Subordinated Debentures, see “Certain Terms of the Junior Subordinated Debentures—Interest and Payment.”

What are the record dates for the payment of interest?

The record date for interest payable on any interest payment date for the Junior Subordinated Debentures of each series shall be the close of business on (1) the business day (as defined below under “Certain Terms of the Junior Subordinated Debentures—Interest and Payment”) immediately preceding such interest payment date so long as all of the Junior Subordinated Debentures of such series remain in book-entry only form, or (2) the 15th calendar day immediately preceding such interest payment date if any of the Junior Subordinated Debentures of such series do not remain in book-entry only form.

When can payment of interest be deferred?

So long as there is no event of default under the subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued, NEE Capital may defer interest payments on the Junior Subordinated Debentures of a particular series, from time to time, for one or more periods (each, an “Optional Deferral Period”) of up to 10 consecutive years per Optional Deferral Period. In other words, NEE Capital may declare at its discretion up to a 10-year interest payment moratorium on the Junior Subordinated Debentures of a particular series, and may choose to do that on more than one occasion. NEE Capital may not defer payments beyond the maturity date of the Junior Subordinated Debentures (which is October 1, 2056, with respect to the Series AA Junior Subordinated Debentures and the Series BB Junior Subordinated Debentures, and October 1, 2066, with respect to the Series CC Junior Subordinated Debentures). Any deferred interest on the Junior Subordinated Debentures of a particular series will accrue additional interest at a rate equal to the interest rate then applicable to the Junior Subordinated Debentures of such series, to the extent permitted by applicable law. Once all accrued and unpaid interest on the Junior Subordinated Debentures of such series has been paid, NEE Capital can begin a new Optional Deferral Period. However, NEE Capital has no current intention of deferring interest payments on the Junior Subordinated Debentures.

For a more complete description of NEE Capital’s ability to defer the payment of interest, see “Certain Terms of the Junior Subordinated Debentures—Option to Defer Interest Payments” and “Certain Terms of the Junior Subordinated Debentures—Modification of the Subordinated Indenture” in this prospectus supplement and “Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee—Option to Defer Interest Payments” in the accompanying prospectus.

What restrictions are imposed on NEE Capital and NEE during an Optional Deferral Period?

During any period in which NEE Capital defers interest payments on the Junior Subordinated Debentures of a series, neither NEE nor NEE Capital will, and each will cause their majority-owned subsidiaries not to, do any of the following (with limited exceptions):

 

   

declare or pay any dividend or distribution on NEE’s or NEE Capital’s capital stock;

 

   

redeem, purchase, acquire or make a liquidation payment with respect to any of NEE’s or NEE Capital’s capital stock;

 

   

pay any principal, interest or premium on, or repay, repurchase or redeem any of NEE’s or NEE Capital’s debt securities that are equal or junior in right of payment with the Junior Subordinated Debentures of such series or the Junior Subordinated Guarantee (as the case may be); or

 

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make any payments with respect to any NEE or NEE Capital guarantee of debt securities if such guarantee is equal or junior in right of payment to the Junior Subordinated Debentures of such series or the Junior Subordinated Guarantee of such series (as the case may be).

See “Certain Terms of the Junior Subordinated Debentures—Option to Defer Interest Payments” and “Certain Terms of the Junior Subordinated Debentures—Modification of the Subordinated Indenture” (which describes the right of NEE and NEE Capital to modify the restrictions described above) in this prospectus supplement and “Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee—Option to Defer Interest Payments” (which includes a description of the limited exceptions to the restrictions described above) in the accompanying prospectus.

Even though U.S. holders will not receive any interest payments on the applicable series of Junior Subordinated Debentures during an Optional Deferral Period, they likely will be required to include amounts in income for United States federal income tax purposes during such period, regardless of such holder’s method of accounting for United States federal income tax purposes. U.S. holders should consult with their tax advisor regarding the tax consequences of an investment in the Junior Subordinated Debentures. See “Material United States Federal Income Tax Consequences—U.S. Holders” in this prospectus supplement.

If NEE Capital defers interest on the Junior Subordinated Debentures of a particular series for a period of 10 consecutive years from the commencement of an Optional Deferral Period, NEE Capital will be required to pay all accrued and unpaid interest on the Junior Subordinated Debentures of such series at the conclusion of the 10-year period, and, to the extent it does not do so, NEE will be required to make guarantee payments in accordance with the Junior Subordinated Guarantee with respect thereto. If NEE Capital fails to pay in full all accrued and unpaid interest on the Junior Subordinated Debentures of such series at the conclusion of the 10-year period, such failure continues for 30 days and NEE fails to make guarantee payments with respect thereto, an event of default that gives rise to a right to accelerate payment of principal of and interest on the Junior Subordinated Debentures of such series will have occurred under the subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued. See “Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee—Events of Default” and “Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee—Remedies” in the accompanying prospectus.

When can NEE Capital redeem the Junior Subordinated Debentures?

NEE Capital may redeem the Junior Subordinated Debentures of a series at its option before their maturity:

 

   

in whole or in part (i) on any day in the period commencing on the date falling 90 days prior to the applicable First Interest Reset Date and ending on and including the applicable First Interest Reset Date and (ii) after the applicable First Interest Reset Date, on any interest payment date, at 100% of the principal amount of the Junior Subordinated Debentures being redeemed plus accrued and unpaid interest;

 

   

in whole but not in part at 100% of the principal amount of the Junior Subordinated Debentures being redeemed plus accrued and unpaid interest if certain changes in tax laws, regulations or interpretations occur;

 

   

in whole but not in part at 102% of the principal amount of the Junior Subordinated Debentures being redeemed plus accrued and unpaid interest if a rating agency makes certain changes in the equity credit methodology for securities such as the Junior Subordinated Debentures; or

 

   

if a Tax Credit Event (as defined below) occurs, in whole but not in part at 101% of the principal amount of the Junior Subordinated Debentures being redeemed plus accrued and unpaid interest.

 

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The circumstances under which the Junior Subordinated Debentures of a series may be redeemed, and the redemption prices, are more fully described below under “Certain Terms of the Junior Subordinated Debentures—Optional Redemption,” “Certain Terms of the Junior Subordinated Debentures—Right to Redeem Upon a Tax Deductibility Event,” “Certain Terms of the Junior Subordinated Debentures—Right to Redeem Upon a Rating Agency Event,” and “Certain Terms of the Junior Subordinated Debentures—Right to Redeem for Tax Credit Event.”

What is the ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee?

NEE Capital’s payment obligation under the Junior Subordinated Debentures will be unsecured and will rank junior and be subordinated in right of payment and upon liquidation to all of NEE Capital’s Senior Indebtedness, and NEE’s payment obligation under the Junior Subordinated Guarantee will be unsecured and will rank junior and be subordinated in right of payment and upon liquidation to all of NEE’s Senior Indebtedness. Senior Indebtedness of NEE Capital and NEE are defined below under “Certain Terms of the Junior Subordinated Debentures—Ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee.” However, the Junior Subordinated Debentures and the Junior Subordinated Guarantee will rank equally in right of payment with any Pari Passu Securities, as defined below under “Certain Terms of the Junior Subordinated Debentures—Ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee.”

While NEE Capital is a holding company that derives substantially all of its income from its operating subsidiaries, NEE Capital’s subsidiaries are separate and distinct legal entities and have no obligation to make any payments on the Junior Subordinated Debentures or to make any funds available for such payment. Therefore, the Junior Subordinated Debentures will effectively be subordinated to all indebtedness and other liabilities, including trade payables, debt and preferred stock, incurred or issued by NEE Capital’s subsidiaries. In addition to trade liabilities, many of NEE Capital’s operating subsidiaries incur debt in order to finance their business activities. All of this indebtedness will effectively be senior to the Junior Subordinated Debentures. The subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued does not place any limit on the amount of Senior Indebtedness that NEE Capital may issue, guarantee or otherwise incur or the amount of liabilities, including debt or preferred stock, that NEE Capital’s subsidiaries may issue, guarantee or otherwise incur. NEE Capital expects from time to time to incur additional indebtedness and other liabilities and to guarantee indebtedness that will be senior to the Junior Subordinated Debentures. At May 31, 2026, NEE Capital’s Senior Indebtedness, on an unconsolidated basis, totaled approximately $51.7 billion.

While NEE is a holding company that derives substantially all of its income from its operating subsidiaries, NEE’s subsidiaries are separate and distinct legal entities and, other than NEE Capital, have no obligation to make any payments on the Junior Subordinated Debentures or to make any funds available for such payment. Therefore, the Junior Subordinated Guarantee will effectively be subordinated to all indebtedness and other liabilities, including trade payables, debt and preferred stock, incurred or issued by NEE’s subsidiaries. In addition to trade liabilities, many of NEE’s operating subsidiaries incur debt in order to finance their business activities. All of this indebtedness will effectively be senior to the Junior Subordinated Guarantee. The subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued does not place any limit on the amount of Senior Indebtedness that NEE may issue, guarantee or otherwise incur or the amount of liabilities, including debt or preferred stock, that NEE’s subsidiaries may issue, guarantee or otherwise incur. NEE expects from time to time to incur additional indebtedness and other liabilities and to guarantee indebtedness that will be senior to the Junior Subordinated Guarantee. At May 31, 2026, NEE’s Senior Indebtedness, on an unconsolidated basis, totaled approximately $51.7 billion, which amount consisted solely of NEE’s guarantees of NEE Capital indebtedness referred to in the paragraph above.

 

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Will the Junior Subordinated Debentures be listed on a stock exchange?

NEE Capital does not plan to apply to list the Junior Subordinated Debentures of any series on a securities exchange.

In what form will the Junior Subordinated Debentures be issued?

Each series of the Junior Subordinated Debentures will be represented by one or more global certificates and registered in the name of The Depository Trust Company (“DTC”) or its nominee, and deposited with the subordinated indenture trustee on behalf of DTC. This means that you will not receive a certificate for your Junior Subordinated Debentures and that your broker will maintain your position in the Junior Subordinated Debentures. NEE Capital expects that the Junior Subordinated Debentures will be ready for delivery through DTC on or about the date indicated on the cover of this prospectus supplement.

What are the principal United States federal income tax consequences related to the Junior Subordinated Debentures?

In connection with the issuance of the Junior Subordinated Debentures, NEE Capital and NEE will receive an opinion from Morgan, Lewis & Bockius LLP that, for United States federal income tax purposes, the Junior Subordinated Debentures will be treated as indebtedness (although there is no controlling authority directly on point). This opinion is subject to certain customary conditions and is not binding on the Internal Revenue Service. See “Material United States Federal Income Tax Consequences—Classification of the Junior Subordinated Debentures.”

Each holder of the Junior Subordinated Debentures will, by accepting the Junior Subordinated Debentures or a beneficial interest therein, be deemed to have agreed that the holder intends that the Junior Subordinated Debentures constitute indebtedness and will treat the Junior Subordinated Debentures as indebtedness for all United States federal, state and local tax purposes. NEE Capital intends to treat the Junior Subordinated Debentures in the same manner.

If NEE Capital elects to defer interest on the Junior Subordinated Debentures for one or more Optional Deferral Periods, U.S. holders of the applicable series of the Junior Subordinated Debentures likely will be required to include amounts in income for United States federal income tax purposes during such period, regardless of such holder’s method of accounting for United States federal income tax purposes and notwithstanding that no interest payments will be made on the Junior Subordinated Debentures during such periods. See “Material United States Federal Income Tax Consequences—U.S. Holders” in this prospectus supplement.

May additional Junior Subordinated Debentures of the same series be issued?

All Junior Subordinated Debentures of a particular series need not be issued at the same time, and each series may be re-opened for issuances of additional Junior Subordinated Debentures of that series. This means that NEE Capital may from time to time, without notice to, or the consent of, the existing holders of a series of the Junior Subordinated Debentures, create and issue additional Junior Subordinated Debentures. Such additional Junior Subordinated Debentures will have the same terms as the Junior Subordinated Debentures of the corresponding series in all respects (except for the issue date of the additional Junior Subordinated Debentures and, if applicable, the initial interest payment date) so that the additional Junior Subordinated Debentures may be consolidated and form a single series with the Junior Subordinated Debentures of the corresponding series.

 

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Recent Developments

In May 2026, notices of appeal were filed with the Florida Supreme Court challenging the Florida Public Service Commission’s (“FPSC”) order denying reconsideration of the FPSC’s final order approving the 2025 stipulation and settlement agreement between FPL and several intervenors in FPL’s base rate proceeding.

As previously disclosed, NEE, along with certain current and former executives and directors, are the named defendants in multiple purported shareholder derivative actions filed in the 15th Judicial Circuit in Palm Beach County, Florida and in the U.S. District Court for the Southern District of Florida at various dates during 2023 through 2026. NEE also has received demand letters and books and records requests from counsel representing other purported shareholders.

In May 2026, the parties entered into a settlement term sheet that sets forth the material terms and conditions for the resolution of the purported shareholder derivative actions, certain related derivative lawsuits, and certain shareholder litigation demands and inspection demands. Under the terms of the proposed settlement, insurance carriers, on behalf of the named defendants, would pay to NEE an aggregate of $15.5 million, less plaintiffs’ and shareholders’ counsel’s fees, to settle all claims asserted in the purported shareholder derivative actions, related derivative lawsuits, and litigation and inspection demands. In addition, NEE would agree to implement or maintain certain corporate governance modifications or activities.

Pursuant to the settlement term sheet, the parties have agreed to negotiate and execute a definitive settlement agreement consistent with the term sheet and complete confirmatory discovery within 30 days after the term sheet date. The parties also intend to seek preliminary and final court approval of the proposed settlement. Upon final court approval, the settlement would fully resolve the purported shareholder derivative actions, related derivative lawsuits, and the litigation and inspection demands that are the subject of the settlement. The parties expect to file a motion in the 15th Judicial Circuit in Palm Beach County, Florida, in one of the shareholder derivative actions, requesting that the court lift the stay and preliminarily approve the settlement agreement this week. If the settlement is approved and becomes final, the parties intend to seek dismissal of the other pending shareholder derivative actions.

There can be no assurance as to the ultimate outcome of the purported shareholder derivative actions, related derivative lawsuits, and litigation and inspection demands, including no assurance that any settlement agreement will be given final approval by the court. If the settlement cannot be finalized by the parties or a settlement agreement is not given final approval by the court, the defendants plan to continue to defend against the claims in these proceedings vigorously.

 

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