Form 8-K NEXTERA ENERGY INC For: Mar 03
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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: March 3, 2026
| 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 March 3, 2026, NextEra Energy, Inc. (NEE) sold $2.3 billion of equity units (initially consisting of Corporate Units), which amount includes equity units sold following the full exercise of the underwriters' overallotment option. In approximately three years, the equity unit holders will be required to purchase NEE common stock for cash, based on a price per share range of $91.99 to $115.00. Each equity unit consists of (1) a contract to purchase NEE common stock (stock purchase contract), (2) initially a 2.5% undivided beneficial ownership interest in a Series P Debenture due February 15, 2031 (Series P Debentures), and (3) initially a 2.5% undivided beneficial ownership interest in a Series Q Debenture due February 15, 2034 (Series Q Debentures, and together with the Series P Debentures, the Debentures), each Debenture issued in the principal amount of $1,000 by NextEra Energy Capital Holdings, Inc. Total annual distributions on the equity units will be at the rate of 7.375%, consisting of interest on the Debentures and payments under the stock purchase contracts.
The holders of the equity units must complete the stock purchase by no later than February 15, 2029, and may satisfy their purchase obligations with proceeds raised from a remarketing of the Debentures that are a component of the equity units, if such remarketing is successful. Upon settlement of the stock purchase contract, NEE will receive cash and will issue the requisite number of shares of its common stock. The Debentures are guaranteed by NEE. The equity units 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 equity units, 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: March 3, 2026
| NEXTERA ENERGY, INC | ||
| (Registrant) | ||
| WILLIAM J. GOUGH | ||
| William J. Gough | ||
| Vice President, Controller and Chief Accounting Officer | ||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
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