NEE 8-K
Nextera Energy Inc (NEE)
8-K
2025-11-12
For: 2025-11-12
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Added on
April 09, 2026
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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 | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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) | ||||||||
| 5(b) and 8 | ||||||||
| 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 | ||
Exhibit 5(a)
 | Squire Patton Boggs (US) LLP 1000 Key Tower 127 Public Square Cleveland, Ohio 44114 O +1 216 479 8500 F +1 216 479 8780 squirepattonboggs.com | |||||||
November 12, 2025
NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
To the Addressees:
We have acted as counsel to NextEra Energy, Inc., a Florida corporation (“NEE”), and NextEra Energy Capital Holdings, Inc., a Florida corporation (“NEE Capital”), in connection with the issuance and sale by NEE Capital of €1,250,000,000 aggregate principal amount of its Series V Junior Subordinated Debentures due May 15, 2056 (the “Series V Subordinated Debentures”) and €1,250,000,000 aggregate principal amount of its Series W Junior Subordinated Debentures due May 15, 2056 (the “Series W Subordinated Debentures” and, together with the Series V Subordinated Debentures, the “Subordinated Debentures”), issued under the Indenture (For Unsecured Subordinated Debt Securities), dated as of September 1, 2006, as amended (the “Subordinated Indenture”), among NEE Capital, as issuer, NEE, as guarantor, and The Bank of New York Mellon, as Subordinated Trustee (the “Subordinated Trustee”), which Subordinated Debentures are unconditionally and irrevocably guaranteed on a subordinated basis (the “Subordinated Guarantee”) by NEE, as guarantor, included in the Subordinated Indenture.
We have participated in the preparation of or reviewed (1) Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02 (the “Registration Statement”), which Registration Statement was filed jointly by NEE, NEE Capital and Florida Power & Light Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”); (2) the prospectus dated March 22, 2024 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated November 5, 2025 (the “Prospectus Supplement”) relating to the Subordinated Debentures, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Subordinated Indenture; (4) the corporate proceedings of NEE Capital with respect to the Registration Statement, the Subordinated Indenture and the Subordinated Debentures; (5) the corporate proceedings of NEE with respect to the Registration Statement and the Subordinated Guarantee; and (6) such other corporate records, certificates and other documents (including a receipt executed on behalf of NEE Capital acknowledging receipt of the aggregate purchase price for the Subordinated Debentures) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion.
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| Squire Patton Boggs (US) LLP | November 12, 2025 | |||||||
Page 2 | ||||||||
Based on the foregoing, we are of the opinion that the Subordinated Debentures and the Subordinated Guarantee, as it relates to the Subordinated Debentures, are legally issued, valid, and binding obligations of NEE Capital and NEE, respectively, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.
In rendering the foregoing opinion, we have assumed that the certificates representing the Subordinated Debentures conform to specimens examined by us and that the Subordinated Debentures have been duly authenticated, in accordance with the Subordinated Indenture, by the Subordinated Trustee under the Subordinated Indenture and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
We hereby consent to the reference to us in the Base Prospectus under the heading “Legal Opinions,” to the references to us in the Registration Statement and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the Commission by NEE on or about November 12, 2025, which will be incorporated by reference in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
This opinion is limited to the laws of the States of Florida and New York and the federal laws of the United States insofar as they bear on matters covered hereby. As to all matters of New York law, we have relied, with your consent, upon an opinion of even date herewith addressed to you by Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Florida law, Morgan, Lewis & Bockius LLP is hereby authorized to rely upon this opinion as though it were rendered to Morgan, Lewis & Bockius LLP.
Very truly yours, /s/ Squire Patton Boggs (US) LLP SQUIRE PATTON BOGGS (US) LLP | |||||
2
Exhibit 5(b) and 8
| November 12, 2025 | ||||||||||||||
NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
To the Addressees:
We have acted as counsel to NextEra Energy, Inc., a Florida corporation (“NEE”), and NextEra Energy Capital Holdings, Inc., a Florida corporation (“NEE Capital”), in connection with the issuance and sale by NEE Capital of €1,250,000,000 aggregate principal amount of its Series V Junior Subordinated Debentures due May 15, 2056 (the “Series V Subordinated Debentures”) and €1,250,000,000 aggregate principal amount of its Series W Junior Subordinated Debentures due May 15, 2056 (the “Series W Subordinated Debentures” and together with the Series V Subordinated Debentures, the “Subordinated Debentures”), issued under the Indenture (For Unsecured Subordinated Debt Securities), dated as of September 1, 2006, as amended (the “Subordinated Indenture”), among NEE Capital, as issuer, NEE, as guarantor, and The Bank of New York Mellon, as Subordinated Trustee (the “Subordinated Trustee”), which Subordinated Debentures are unconditionally and irrevocably guaranteed on a subordinated basis (the “Subordinated Guarantee”) by NEE, as guarantor, included in the Subordinated Indenture.
We have participated in the preparation of or reviewed (1) Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02 (the “Registration Statement”), which Registration Statement was filed jointly by NEE, NEE Capital and Florida Power & Light Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”); (2) the prospectus dated March 22, 2024 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated November 5, 2025 (the “Prospectus Supplement”) relating to the Subordinated Debentures, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the Securities Act; (3) the Subordinated Indenture; (4) the corporate proceedings of NEE Capital with respect to the Registration Statement, the Subordinated Indenture and the Subordinated Debentures; (5) the corporate proceedings of NEE with respect to the Registration Statement and the Subordinated Guarantee; and (6) such other corporate records, certificates and other documents (including a receipt executed on behalf of NEE Capital acknowledging receipt of the aggregate purchase price for the Subordinated Debentures) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion.
NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc.
November 12, 2025
Page 2
Based on the foregoing, we are of the opinion that the Subordinated Debentures and the Subordinated Guarantee, as it relates to the Subordinated Debentures, are legally issued, valid, and binding obligations of NEE Capital and NEE, respectively, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other laws affecting creditors’ rights and remedies generally and general principles of equity and to concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.
In rendering the foregoing opinion, we have assumed that the certificates representing the Subordinated Debentures conform to specimens examined by us and that the Subordinated Debentures have been duly authenticated, in accordance with the Subordinated Indenture, by the Subordinated Trustee under the Subordinated Indenture and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
Our opinions as to United States federal income tax matters are as set forth in the Prospectus Supplement under the heading “Material United States Federal Income Tax Consequences,” subject to the qualifications set forth therein.
We hereby consent to the references to us in the Base Prospectus under the heading “Legal Opinions” and in the Prospectus Supplement under the heading “Material United States Federal Income Tax Consequences,” to the references to us in the Registration Statement and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the Commission by NEE on or about November 12, 2025, which will be incorporated by reference in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
This opinion is limited to the laws of the States of New York and Florida and the federal laws of the United States insofar as they bear on matters covered hereby. As to all matters of Florida law, we have relied, with your consent, upon an opinion of even date herewith addressed to you by Squire Patton Boggs (US) LLP. As to all matters of New York law, Squire Patton Boggs (US) LLP is hereby authorized to rely upon this opinion as though it were rendered to Squire Patton Boggs (US) LLP.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP