series of junior subordinated debentures previously issued under the subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued have the right to accelerate
payment of the principal, interest and premium, if any, on those junior subordinated debentures upon the breach of other covenants in the subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued.
The interest rate will reset on the applicable First Interest Reset Date and each subsequent Interest Reset Date, and the amount of interest payable after
an Interest Reset Date may be less than an amount of interest payable in an earlier interest period; provided that the interest rate will not reset below the initial interest rate for the applicable series of the Junior Subordinated Debentures.
The interest rate on the Junior Subordinated Debentures for each Interest Reset Period will equal
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for the Series AA Junior Subordinated Debentures, 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); |
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for the Series BB Junior Subordinated Debentures, 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); and |
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for the Series CC Junior Subordinated Debentures, 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). |
Therefore, the interest rate after the applicable First Interest Reset Date could be lower than the initial
interest rate applicable to the Junior Subordinated Debentures of such series, and as a result the amount of interest payable after a subsequent Interest Reset Date may be less than the amount of interest payable in a prior period. NEE Capital has
no control over the factors that may affect United States Treasury rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other events.
Historical United States Treasury rates are not an indication of future United States Treasury rates.
In the past, United States Treasury rates have experienced significant fluctuations. The historical levels, fluctuations and trends of United
States Treasury rates are not necessarily indicative of future levels. Any historical upward or downward trend in United States Treasury rates is not an indication that United States Treasury rates are more or less likely to increase or decrease at
any time after the applicable First Interest Reset Date, and historical United States Treasury rates are not an indication of future Five-Year Treasury Rates.
USE OF PROCEEDS
The information in this section supplements the information in the “Use of Proceeds” section on page 3 of the accompanying
prospectus. Please read these two sections together.
NEE Capital will add the net proceeds from the sale of the Junior Subordinated
Debentures, which are expected to be approximately $3.712 billion (after deducting underwriting discounts and other estimated offering expenses), to its general funds. NEE Capital intends to use its general funds to fund investments in energy and
power projects and for other general corporate purposes, including the repayment of a portion of NEE Capital’s outstanding commercial paper obligations. As of June 15, 2026, NEE Capital had $4.525 billion of outstanding commercial
paper obligations, which had maturities of up to 43 days and which had annual interest rates ranging from 3.97% to 4.13%. NEE Capital will temporarily invest in short-term instruments any proceeds that are not immediately used for these
purposes.
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