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Form 8-A12B NEXTERA ENERGY CAPITAL

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February 5, 2026 10:38 AM EST
 
 

FORM 8-A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

NEXTERA ENERGY CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida
  

700 Universe Boulevard

Juno Beach, Florida 33408
(561) 694 - 4000

   59-2576416
(State of incorporation)   (Address of principal executive offices, including zip code, and phone number)   (I.R.S. Employer
Identification No.)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

   to be so registered    

  

Name of each exchange on which

each class is to be registered

2.989% Debentures,
Series due February 10, 2030		   New York Stock Exchange
3.624% Debentures,
Series due February 10, 2034		   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file numbers to which this form relates: 333-278184, 333-278184-01 and 333-278184-02.

Securities to be registered pursuant to Section 12(g) of the Act: None

The Commission is respectfully requested to send copies of all notices, orders and communications to:

 

Charles E. Sieving, Esq.
Executive Vice President, Chief

Legal, Environmental and Federal

Regulatory Affairs Officer
NextEra Energy, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000

  

Thomas P. Giblin, Jr., Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

  

Julia M. Tosi, Esq.

Squire Patton Boggs (US) LLP

1000 Key Tower,

127 Public Square

Cleveland, Ohio 44114

(216) 479-8500

 

 
 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item

1. Description of Registrant’s Securities to be Registered.

The classes of securities to be registered hereby are:

 

  1.

the 2.989% Debentures, Series due February 10, 2030 (“2030 Debentures”) of NextEra Energy Capital Holdings, Inc., a Florida corporation (“NEE Capital”); and

 

  2.

the 3.624% Debentures, Series due February 10, 2034 (“2034 Debentures” and together with 2030 Debentures, the “Debentures”) of NEE Capital.

The Debentures will be absolutely, irrevocably and unconditionally guaranteed by NextEra Energy, Inc., a Florida corporation (“NEE”), as set forth in the Guarantee Agreement, dated as of June 1, 1999, as amended, between NEE and The Bank of New York Mellon, as guarantee trustee. The Guarantee Agreement is incorporated herein by reference to Exhibit 4 to this Form 8-A.

For a description of the Debentures, reference is made to (i) NEE Capital’s Prospectus Supplement dated February 3, 2026 and accompanying Prospectus dated March 22, 2024, with respect to the Debentures and (ii) Registration Statement Nos. 333-278184, 333-278184-01 and 333-278184-02 (“File No. 333-278184”) on Form S-3 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, on March 22, 2024, by NEE Capital, NEE and Florida Power & Light Company, which description is incorporated herein by reference.

 

Item

2. Exhibits.

 

Exhibit

   

Description

1.    Indenture (For Unsecured Debt Securities), dated as of June  1, 1999, between NextEra Energy Capital Holdings, Inc. and The Bank of New York Mellon, as Trustee, relating to NextEra Energy Capital Holdings, Inc.’s Unsecured Debt Securities (incorporated herein by reference to Exhibit 4(a) to Form 8-K dated July 16, 1999, File No. 1-8841).
2.    First Supplemental Indenture to Indenture (For Unsecured Debt Securities) dated as of June 1, 1999, dated as of September  21, 2012, between NextEra Energy Capital Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated herein by reference to Exhibit 4(e) to Form 10-Q for the quarter ended September  30, 2012, File No. 1-8841).
3.    Form of Officer’s Certificate relating to NextEra Energy Capital Holdings, Inc.’s Senior Debt Securities, including form of Senior Debt Securities (incorporated herein by reference to Exhibit 4(au) to Form S-3, File No. 333-278184).
4.    Guarantee Agreement, dated as of June  1, 1999, between NextEra Energy, Inc. (as Guarantor) and The Bank of New York Mellon (as Guarantee Trustee) (filed as Exhibit 4(b) to Form 8-K dated July  16, 1999, File No. 1-8841).

 

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: February 5, 2026     NEXTERA ENERGY CAPITAL HOLDINGS, INC.
    By:   /s/ David Flechner
    Name:   David Flechner
    Title:   Secretary

 

3


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