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: June 20, 2024

Commission IRS Employer

Exact name of registrant as specified in its
File charter, address of principal executive offices and Identification
Number registrant's telephone number Number
1-8841 NEXTERA ENERGY, INC. 59-2449419

700 Universe Boulevard

Juno Beach, Florida 33408
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Name of each exchange
Title of each class Trading Symbol(s) on which registered
Common Stock, $0.01 Par Value NEE New York Stock Exchange
6.926% Corporate Units NEE.PRR New York Stock Exchange

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 June 20, 2024, NextEra Energy, Inc. (NEE) sold $2.0 billion of equity units (initially consisting of Corporate Units) to Wells Fargo Securities, LLC and BofA
Securities, Inc. In approximately three years, each stock purchase contract (defined below) will require the holder to purchase NEE common stock for cash,
based on a price per share range of $72.31 to $90.38. Each equity unit was issued in a stated amount of $50 consisting of a contract to purchase NEE common
stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series N Debenture due June 1, 2029, issued in the principal
amount of $1,000 by NextEra Energy Capital Holdings, Inc. (NEECH). Total annual distributions on the equity units will be at the rate of 7.299%, 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
June 1, 2027, and may satisfy their purchase obligations with proceeds raised from a remarketing of the NEECH debentures that are a component of the equity
units, if such remarketing is successful. 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) Opinion and Consent, dated June 20, 2024, of Squire Patton Boggs (US) LLP, counsel to NextEra Energy, Inc. and NextEra Energy
Capital Holdings, Inc., with respect to the equity units
5(b) and 8 Opinion and Consent, dated June 20, 2024, of Morgan, Lewis & Bockius LLP, counsel to NextEra Energy, Inc. and NextEra Energy
Capital Holdings, Inc., with respect to the equity units
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: June 20, 2024

NEXTERA ENERGY, INC.

(Registrant)

JAMES M. MAY
James M. May
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

June 20, 2024

NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408

Ladies and Gentlemen:

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 of its new securities (the “Securities”)
consisting of 40,000,000 equity units of NEE, initially consisting of 40,000,000 of NEE’s corporate units (the “Corporate Units”),
with each Corporate Unit consisting of a contract to purchase shares (the “Purchase Contracts”) of NEE’s common stock, $.01 par
value (the “Common Stock”), and, initially, a 5% undivided beneficial ownership interest in a Series N Debenture due June 1, 2029
(the “Debentures”) issued in the principal amount of $1,000 by NEE Capital under the Indenture (For Unsecured Debt Securities),
dated as of June 1, 1999, as amended (the “Indenture”), between NEE Capital and The Bank of New York Mellon, as Trustee (the
“Trustee”), which Debentures are absolutely, irrevocably and unconditionally guaranteed (the “Guarantee”) by NEE pursuant to the
Guarantee Agreement, dated as of June 1, 1999, between NEE, as Guarantor, and The Bank of New York Mellon, as Guarantee
Trustee (the “Guarantee Agreement”).

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 June 18, 2024 (the “Prospectus Supplement”) relating to the
Securities, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the
Securities Act; (3) the Indenture; (4) the Guarantee Agreement; (5) the Purchase Contract Agreement, dated as of June 1, 2024 (the
“Purchase Contract Agreement”), between NEE and The Bank of New York Mellon, as Purchase Contract Agent (the “Purchase
Contract Agent”); (6) the Pledge Agreement, dated as of June 1, 2024 (the “Pledge Agreement”), between NEE, the
Over 40 Offices across 4 Continents
Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate
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Please visit squirepattonboggs.com for more information.
1101842498\2\AMERICAS
Squire Patton Boggs (US) LLP June 20, 2024

Purchase Contract Agent and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities
Intermediary; (7) the corporate proceedings of NEE with respect to the Registration Statement, the Guarantee, the Guarantee
Agreement, the Purchase Contract Agreement and the Pledge Agreement; (8) the corporate proceedings of NEE Capital with respect
to the Registration Statement, the Indenture and the Debentures; and (9) such other corporate records, certificates and other
documents (including a receipt executed on behalf of NEE acknowledging receipt of the purchase price for the Corporate Units and a
receipt executed on behalf of NEE Capital acknowledging receipt of the purchase price for the Debentures) and such questions of
law as we have considered necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion
that:

1. The Debentures and the Guarantee, as it relates to the 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.

2. The Corporate Units are legally issued, valid, and binding obligations of NEE, 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.

3. The Purchase Contracts are valid and binding obligations of NEE, 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.

4. The Common Stock issuable pursuant to the Purchase Contracts, when issued and delivered by NEE against payment
therefor in accordance with the provisions of the Purchase Contract Agreement, the Purchase Contracts and the Pledge Agreement,
will be validly issued, fully paid and non‑assessable.

In rendering the foregoing opinions, we have assumed that: (1) the certificates representing the Debentures conform to a
specimen examined by us and that the Debentures have been duly authenticated, in accordance with the Indenture, by the Trustee
under the Indenture; (2) the certificates representing the Corporate Units conform to a specimen examined by us and the Corporate
Units have been duly authenticated, in accordance with the Purchase Contract Agreement, by the Purchase Contract Agent; (3) the
certificates representing the shares of Common Stock issuable pursuant to the Purchase Contracts will be in the form or in
substantially the form currently used by the Company for shares of Common Stock issued in certificated form, and a direct
registration advice will be in the form or in substantially the form used by the Registrar and Transfer Agent for shares of Common
Stock issued without certificates; and (4) the signatures on all documents examined by us are genuine, assumptions which we have
not independently verified.

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1101842498\2\AMERICAS
Squire Patton Boggs (US) LLP June 20, 2024

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 June 20, 2024, 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

3
1101842498\2\AMERICAS
Exhibit 5(b) and 8

June 20, 2024

NextEra Energy, Inc.

NextEra Energy Capital Holdings, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408

Ladies and Gentlemen:

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 of its new securities (the “Securities”)
consisting of 40,000,000 equity units of NEE, initially consisting of 40,000,000 of NEE’s corporate units (the “Corporate Units”),
with each Corporate Unit consisting of a contract to purchase shares (the “Purchase Contracts”) of NEE’s common stock, $.01 par
value (the “Common Stock”), and, initially, a 5% undivided beneficial ownership interest in a Series N Debenture due June 1, 2029
(the “Debentures”) issued in the principal amount of $1,000 by NEE Capital under the Indenture (For Unsecured Debt Securities),
dated as of June 1, 1999, as amended (the “Indenture”), between NEE Capital and The Bank of New York Mellon, as Trustee (the
“Trustee”), which Debentures are absolutely, irrevocably and unconditionally guaranteed (the “Guarantee”) by NEE pursuant to the
Guarantee Agreement, dated as of June 1, 1999, between NEE, as Guarantor, and The Bank of New York Mellon, as Guarantee
Trustee (the “Guarantee Agreement”).

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 June 18, 2024 (the “Prospectus Supplement”) relating to the
Securities, both such Base Prospectus and Prospectus Supplement filed with the Commission pursuant to Rule 424 under the
Securities Act; (3) the Indenture; (4) the Guarantee Agreement; (5) the Purchase Contract Agreement, dated as of June 1, 2024 (the
“Purchase Contract Agreement”), between NEE and The Bank of New York Mellon, as Purchase Contract Agent (the “Purchase
Contract Agent”); (6) the Pledge Agreement, dated as of June 1, 2024 (the “Pledge Agreement”), between NEE, the Purchase
Contract Agent and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary; (7)
the corporate proceedings of NEE with respect to the Registration Statement, the Guarantee, the Guarantee Agreement, the Purchase
Contract Agreement and the Pledge Agreement; (8) the corporate proceedings of NEE Capital with respect to the Registration
Statement, the Indenture and the Debentures; and (9) such other corporate records, certificates and other documents (including a
receipt

DB1/ 148177250.3
NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc.
June 20, 2024
Page 2

executed on behalf of NEE acknowledging receipt of the purchase price for the Corporate Units and a receipt executed on behalf of
NEE Capital acknowledging receipt of the purchase price for the Debentures) and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we are of the opinion that:

1. The Debentures and the Guarantee, as it relates to the 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.

2. The Corporate Units are legally issued, valid, and binding obligations of NEE, 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.

3. The Purchase Contracts are valid and binding obligations of NEE, 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.

4. The Common Stock issuable pursuant to the Purchase Contracts, when issued and delivered by NEE against payment
therefor in accordance with the provisions of the Purchase Contract Agreement, the Purchase Contracts and the Pledge Agreement,
will be validly issued, fully paid and non‑assessable.

5. 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.

In rendering the foregoing opinions, we have assumed that: (1) the certificates representing the Debentures conform to a specimen
examined by us and that the Debentures have been duly authenticated, in accordance with the Indenture, by the Trustee under the
Indenture; (2) the certificates representing the Corporate Units conform to a specimen examined by us and the Corporate Units have
been duly authenticated, in accordance with the Purchase Contract Agreement, by the Purchase Contract Agent; (3) the certificates
representing the shares of

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NextEra Energy, Inc.
NextEra Energy Capital Holdings, Inc.
June 20, 2024
Page 3

Common Stock issuable pursuant to the Purchase Contracts will be in the form or in substantially the form currently used by the
Company for shares of Common Stock issued in certificated form, and a direct registration advice will be in the form or in
substantially the form used by the Registrar and Transfer Agent for shares of Common Stock issued without certificates; and (4) the
signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

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 June 20, 2024, 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

DB1/ 148177250.3