Form 8-A12B NEXTERA ENERGY CAPITAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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 |
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 registered |
Name of each exchange on which each class is to be registered | |
| Series Z Junior Subordinated Debentures due April 15, 2086 |
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. Legal, Environmental and Federal Regulatory Affairs Officer |
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 class of securities to be registered hereby is the Series Z Junior Subordinated Debentures due April 15, 2086 (the “Subordinated Debentures”) of NextEra Energy Capital Holdings, Inc., a Florida corporation (“NEE Capital”). The Subordinated Debentures are unconditionally and irrevocably guaranteed by NextEra Energy, Inc., a Florida corporation (“NEE”), on a subordinated basis as set forth in the Indenture (For Unsecured Subordinated Debt Securities), dated as of September 1, 2006, as amended, among NEE Capital, NEE and The Bank of New York Mellon, as trustee, relating to NEE Capital’s unsecured subordinated debt securities (“Subordinated Indenture”). The Subordinated Indenture is incorporated herein by reference to Exhibit 1 and Exhibit 2 to this Form 8-A.
For a description of the Subordinated Debentures, reference is made to (i) NEE Capital’s Prospectus Supplement dated March 17, 2026 and accompanying Prospectus dated March 22, 2024, 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. |
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: March 18, 2026 | NEXTERA ENERGY CAPITAL HOLDINGS, INC. | |||||
| By: | /s/ David Flechner | |||||
| Name: |
David Flechner | |||||
| Title: |
Secretary | |||||
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