Published
# NextEra Energy, Inc. (NEE) — Business, Risks and Management's Discussion ## Business *From the annual report on Form 10-K for the fiscal year ended December 31, 2025, accession 0000753308-26-000015.* NextEra Energy generates, transmits, distributes and sells electricity, and develops and operates energy infrastructure, across North America. It is one of the largest electric power and energy infrastructure companies on the continent, with approximately 80 gigawatts of net generation and storage capacity as of December 31, 2025 drawn from natural gas, wind, solar and nuclear generation and battery storage. Consolidated operating revenues for 2025 were $27,412 million. The company runs two reportable segments: Florida Power & Light Company (FPL), a rate-regulated Florida electric utility that produced $18,262 million of 2025 operating revenues, and NextEra Energy Resources (NEER), the competitive generation, customer-supply and regulated-transmission business, which produced $8,760 million; Corporate and Other accounted for the $390 million balance. NEE is a Florida holding company headquartered in Juno Beach; NextEra Energy Capital Holdings (NEECH) owns and funds the operating subsidiaries other than FPL. Group headcount was approximately 17,400 at year-end 2025. **FPL — the regulated utility.** FPL is the largest electric utility in Florida and in the U.S., serving approximately 12 million people through more than six million customer accounts across the east and lower west coasts of Florida and ten northwest Florida counties. Substantially all of its revenue comes from retail customers at rates set by the Florida Public Service Commission (FPSC); a limited wholesale book is regulated by FERC. Combined wholesale and industrial revenue was roughly 5% of FPL operating revenues in each of 2023–2025. As of December 31, 2025 FPL had 35,963 MW of net generating capacity, approximately 93,000 circuit miles of transmission and distribution lines and 932 substations. Its owned fleet includes gas-fired units totalling 24,314 MW, 108 solar facilities totalling 7,932 MW, four nuclear units totalling 3,502 MW net, 991 MW of battery storage and a 215 MW joint interest in a Georgia coal unit. FPL added 894 MW of solar and 522 MW of storage in 2025, placed 596 MW of solar in service in January 2026, and expects a further 298 MW of solar and approximately 1,420 MW of storage over the remainder of 2026. It received FERC approval in 2025 to acquire a 660 MW dual-fuel gas peaking facility, with closing expected in 2027. Service is delivered largely under 226 municipal and county franchise agreements, typically 30-year terms, running through 2055. Usage is summer-peaking because of air conditioning load. Rates rest on the 2025 rate agreement, approved by FPSC final order in January 2026 and running through at least December 2029. It raises annualized retail base revenues by $945 million from January 1, 2026 and a further $705 million from January 1, 2027; sets authorized regulatory return on equity at 10.95% within a 9.95%–11.95% band on a 59.6% equity ratio; adds a Solar and Battery Base Rate Adjustment mechanism for qualifying projects entering service 2027–2029; authorizes a rate stabilization mechanism (RSM) reserve of up to approximately $1.5 billion after tax; caps interim storm surcharges at $5 per 1,000 kWh of residential usage in the first 12 months of recovery; and introduces a tariff for large-load customers with new or incremental load of 50 MW or greater and a load factor of at least 85% — the vehicle through which FPL intends to serve data centres. Fuel, storm protection plan, capacity, environmental and energy-conservation costs run through separate cost recovery clauses that are largely a pass-through, though they also earn a return on certain assets. FPL employed approximately 9,400 people at year-end 2025, about 30% represented by the IBEW under agreements expiring between April 2027 and January 2028. **NEER — competitive generation, customer supply and regulated transmission.** NEER develops, builds and operates long-term contracted generation and storage in U.S. and Canadian wholesale markets, owns rate-regulated electric and gas transmission, and supplies gas and power commercially. Net generating capacity was approximately 37,505 MW at December 31, 2025 (about 37,145 MW across the U.S. and 360 MW in Canada), and it operated roughly 45,680 MW including partial and joint-venture interests. By technology it held net interests of approximately 22,404 MW of wind (operating 27,855 MW including non-controlled interests, across 23 U.S. states and four Canadian provinces), 10,504 MW of solar (operating 12,794 MW), and 1,584 MW of natural gas generation, plus two Point Beach nuclear units. Roughly 95% of NEER's net generating capacity is committed under long-term contracts; its contracted fleet of approximately 35,627 MW carried a weighted-average remaining power-sales contract term of about 14 years. Merchant capacity was approximately 1,878 MW, mostly in the Northeast. NEER is a world leader in battery storage by net storage capacity and generated approximately 121 million MWh in 2025. The regulated side of NEER (NEET) held a $3.2 billion electric transmission rate base with about 400 substations and 4,175 circuit miles of transmission line, plus equity-method interests of approximately $1.5 billion in natural gas pipelines with roughly 3.8 Bcf per day of gross capacity. The customer supply business markets power and fuel, provides full requirements service to distribution utilities, operates a retail electricity provider and holds natural gas and oil production interests. In December 2025 NEER applied to the NRC to reinstate the operating licence for Duane Arnold, the Iowa nuclear plant in which it then held an approximately 70% interest, targeting commercial operation in 2029 under a 25-year power purchase agreement for the plant's full capacity. NEER employed approximately 7,900 people at year-end 2025, about 6% unionised. Economics at NEER depend heavily on clean energy tax credits. Wind and solar facilities qualify for the 100% production tax credit or a 30% investment tax credit if construction begins before July 5, 2026 or they are placed in service by December 31, 2027; the One Big Beautiful Bill Act (OBBBA) accelerated the phase-out and IRS guidance issued August 15, 2025 eliminated the 5% spend safe harbour for facilities beginning construction on or after September 2, 2025, requiring physical work of a significant nature instead. There are no clean energy tax credits for wind or solar placed in service after 2030. Storage retains a 30% ITC for projects beginning construction by December 31, 2033, phasing down in 2034–2035. Credits are transferable for cash, and NEE also monetises project economics through sales of differential membership interests. **Capital plan and funding.** As of December 31, 2025 estimated 2026–2030 capital expenditures totalled $58,630 million at FPL (including $19,775 million of new generation and $26,845 million of transmission and distribution) and $35,555 million at NEER (including $13,520 million of solar covering roughly 11,435 MW, $5,270 million of wind covering roughly 3,575 MW and $6,520 million of other clean energy, chiefly about 4,616 MW of storage). Funding comes from operating cash flow, short- and long-term debt, differential membership investors, sales of clean energy tax credits, asset and business sales and, from time to time, equity. On December 31, 2025 NEE established an at-the-market equity programme for up to $4 billion of common stock. At year-end 2025 NEE also held an approximately 52.5% non-controlling interest, accounted for as an equity method investment, in XPLR Infrastructure, LP — formerly NextEra Energy Partners, LP, a publicly traded limited partnership that owns, or holds partial interests in, a portfolio of contracted wind, solar and battery storage projects, essentially all of which NextEra Energy Resources operates under related-party operations and maintenance, administrative and management services agreements — and retains a $150 million common-unit purchase programme, of which $114 million remained available. ## Risk factors *From the annual report on Form 10-K for the fiscal year ended December 31, 2025, accession 0000753308-26-000015.* **Rate and regulatory recovery.** Almost all of FPL's revenue is set by the FPSC, which can disallow costs it considers excessive or imprudent and determines the allowed return. There is no assurance FPL earns any particular return or recovers all costs through base rates or cost recovery clauses. Other NEE subsidiaries, including NEET entities, face equivalent risk before FERC, the PUCT and the Ontario Energy Board. Regulatory decisions can be adversely affected by the political and economic environment in Florida and elsewhere, including action or inaction by agencies responding to executive orders. **Clean energy policy.** NEE's growth depends on government incentives for clean energy. Reductions to, or elimination of, tax credits, renewable portfolio standards or feed-in tariffs — or new tariffs, duties or taxes on clean energy equipment — could leave no satisfactory market for developing or financing new projects, force abandonment of projects, cause loss of investment and reduce returns. The OBBBA and related governmental actions are named examples of laws becoming less conducive to such projects. **Development and construction execution.** Completing projects on schedule and on budget is exposed to equipment and labour availability, escalating materials and compliance costs, permits and rights-of-way, disputes with contractors, land owners, environmental groups and Native American and aboriginal groups, transmission interconnection, supply chain disruption, inflation and interest rates. Failure can trigger delay or termination payments, loss or reduction of tax credits, non-recoverable costs and write-offs of the investment. The Duane Arnold restart is called out specifically: it requires NRC safety and environmental review, an MISO interconnection agreement and state and local permits, and failure to obtain approvals could impair capitalised amounts. **Severe weather and resource variability.** FPL operates in hurricane-prone Florida, and severe weather can cause outages, damage, lost revenue, replacement power costs and large restoration spending; sea-level change is named as a specific exposure. At NEER, wind and solar resource levels are variable and hard to predict, so results for individual facilities and for NEE as a whole can vary significantly period to period. **Nuclear operations.** Environmental, health and financial risks include on-site spent fuel storage, disposition of spent fuel, radioactive leakage, terrorism and cyber threat. Decommissioning cost can exceed fund balances and liability can exceed insurance. Under the Price-Anderson Act, NEE participates in a secondary financial protection system exposing it to retrospective assessments for an incident at any U.S. reactor regardless of fault. Inability to operate a unit through its licence term could force higher depreciation rates, impairments and accelerated decommissioning spending. Planned and unplanned outages can materially affect results. **Commodity, hedging and counterparty exposure.** Market prices for fuel, electricity, transmission rights and environmental commodities are volatile; failure to hedge effectively, reduced market liquidity, or price behaviour that deviates persistently from history can defeat the value-at-risk, earnings-at-risk and stop-loss tools NEE relies on. NEE is also exposed to customer, vendor and derivative counterparty non-performance and to margin collateral calls. Its natural gas and oil production investments are exposed to prolonged low prices, disrupted production and unsuccessful drilling, which could force project delays or cancellations and impairments. **Liquidity, leverage and ratings.** NEE and FPL depend on access to credit and capital markets for liquidity not met by operating cash flow. Disruption, inflation or sustained higher rates could raise the cost of capital and limit refinancing and growth. Many subsidiary assets are financed with project-specific, limited-recourse debt; a default could accelerate repayment or allow foreclosure against project assets. Loss of current credit ratings at NEE, NEECH or FPL would raise interest costs and could require posting additional collateral. NEE is a holding company with no material operations of its own, so its ability to meet obligations and pay dividends depends on upstream dividends and distributions from subsidiaries that have their own prior obligations and contractual restrictions; NEE also guarantees many NEECH-level obligations. **Environmental, legal and reputational.** Compliance with air, water, waste, wildlife and historical-resource law carries significant capital and operating cost that could rise with stricter application or new listings such as additional bat species. A NextEra Energy Resources subsidiary is on probation following accidental eagle collisions with wind turbines; violating probation terms or failing to obtain eagle "take" or incidental take permits could expose it to criminal prosecution. Adverse litigation outcomes, and allegations of legal violations — media articles first published in 2021 alleged Florida state and federal campaign finance law violations by FPL — can bring fines, investigations and reputational damage. **Other named exposures.** Cyberattack and physical attack on energy infrastructure, with artificial intelligence creating additional attack surface; failure or breach of information technology systems holding sensitive customer data; insurance that may be unavailable or inadequate (NEE does not carry property insurance for a substantial portion of transmission, distribution and pipeline assets); slower customer or usage growth; risks that planned productivity gains from AI are not realised and that AI tools malfunction or produce biased outputs; inability to maintain or renegotiate Florida franchise agreements; strikes and rising personnel costs; pension and nuclear decommissioning fund asset values; joint ventures and equity-method investments where NEE lacks full control; and public health crises. ## Management's discussion — fiscal 2025 *From the annual report on Form 10-K for the fiscal year ended December 31, 2025, accession 0000753308-26-000015.* Net income attributable to NEE was $6.84 billion in 2025 against $6.95 billion in 2024 — lower by $111 million, or $0.07 per diluted share — as a sharply worse result at Corporate and Other more than offset gains at both operating segments. NEE's effective income tax rate was approximately (18)% in 2025 against 6% in 2024, reflecting the composition of pretax income and the impact of clean energy tax credits. Over the five years ended December 31, 2025 NEE delivered a total shareholder return of approximately 18.2%, against 96.2% for the S&P 500, 59.1% for the S&P 500 Utilities and 64.8% for the Dow Jones U.S. Electricity index. **FPL.** Net income rose $469 million to $5,012 million from $4,543 million. The driver was earnings on investment in plant in service and other property, which grew average rate base by approximately $5.5 billion, together with a higher earned regulatory return on equity — approximately 11.70% in 2025 against 11.40% in 2024. Operating revenues increased $1,243 million: storm cost recovery revenues rose approximately $1,091 million on completion of the Hurricanes Debby, Helene and Milton surcharges, storm protection plan clause revenues rose $217 million on higher investment, and retail base revenues rose approximately $222 million on a 1.7% increase in average customer accounts and Solar Base Rate Adjustment rates, partly offset by a roughly 1.2% decline in average usage per retail customer on unfavourable weather; fuel cost recovery revenues fell approximately $353 million on lower fuel rates. Cost recovery clauses contributed approximately $497 million to FPL net income against $417 million in 2024. Fuel, purchased power and interchange expense fell $310 million on lower amortisation of deferred fuel costs. Depreciation and amortisation rose $951 million, chiefly approximately $1,090 million of higher deferred storm cost amortisation plus higher plant balances, partly offset by reserve amortisation of approximately $593 million (2024: $328 million). Income taxes fell $251 million on higher clean energy tax credits. FPL completed a twelve-month interim storm restoration surcharge begun in January 2025 covering approximately $1.2 billion of eligible costs and storm reserve replenishment for the 2024 hurricanes, an amount subject to refund on FPSC prudence review. Approximately $303 million of reserve amortisation remained available at year-end for future use through the RSM. **NEER.** Net income less net loss attributable to non-controlling interests rose $676 million to $2,975 million from $2,299 million, driven by new investments — NEER added approximately 1,604 MW of wind, 2,859 MW of solar and 1,799 MW of battery storage capacity during 2025 and grew its contracted development backlog. Operating revenues rose $1,218 million, with approximately $519 million from new investments, a $409 million swing on non-qualifying commodity hedges (approximately $343 million of gains in 2025 against $66 million of losses in 2024) and $300 million net from customer supply. Operating expenses rose $613 million, primarily $221 million of O&M, $161 million of depreciation and amortisation and $152 million of fuel and purchased power, reflecting growth across the businesses. Gains on disposal fell against 2024, which had included the September 2024 pipeline and renewable-assets joint venture interest sales. Interest expense rose $569 million, including approximately $351 million of unfavourable interest rate derivative fair value movement plus higher average debt. Equity in losses of equity-method investees was $193 million against $267 million, reflecting an approximately $0.7 billion ($0.5 billion after tax) impairment of the XPLR investment in 2025 against $0.8 billion ($0.6 billion after tax) in 2024. Clean energy tax credits increased approximately $585 million on business growth; NEER's effective tax rate was approximately (343)% against (165)%. **Corporate and Other.** Results deteriorated $1,256 million, primarily approximately $1,002 million of unfavourable after-tax non-qualifying hedge activity on interest rate derivatives used to manage rate and currency risk on outstanding and expected debt, plus higher average debt balances. **Liquidity and market risk.** In February 2026 FPL and NEECH updated capacity and extended maturities on portions of their syndicated revolving credit facilities, bringing total syndicated capacity to $4,500 million and $10,500 million respectively with maturities ranging from 2027 to 2031; approximately 75 banks participate, none providing more than 5% of the combined facilities. In January 2026 NEECH borrowed $850 million under bilateral facilities and increased letter of credit facility capacity to $4,928 million. At year-end 2025 NEE subsidiaries carried approximately $7.1 billion of guarantees relating to power purchase, acquisition, interconnection and nuclear obligations, approximately $3.0 billion of collateral-substitute guarantees, approximately $7.1 billion of standby letters of credit and approximately $1.6 billion of surety bonds. NEE held interest rate contracts with a net notional amount of approximately $47.3 billion. A hypothetical 10% fall in interest rates would increase the fair value of NEE's net liabilities by approximately $4,392 million. Credit exposure from energy marketing and trading, net of collateral and netting rights, was approximately $3.4 billion, approximately 88% of it with investment grade counterparties. Critical accounting estimates are derivatives and hedging, pension benefits, carrying value of long-lived assets and equity-method investments, decommissioning and dismantlement, and regulatory accounting. FPL's share of the ultimate cost of decommissioning its four nuclear units is estimated at approximately $10.2 billion, or $2.7 billion in 2025 dollars; NEER's is approximately $11.4 billion, or $2.3 billion in 2025 dollars. ## Current quarter — three and six months ended June 30, 2026 *From the quarterly report on Form 10-Q for the period ended June 30, 2026, accession 0000753308-26-000060, and the second-quarter results news release furnished as Exhibit 99 to the Form 8-K dated July 24, 2026, accession 0000753308-26-000058.* Net income attributable to NEE was $3,144 million, or $1.50 per diluted share, for the second quarter of 2026 against $2,028 million, or $0.98, a year earlier — an increase of $1,116 million. For the six months it was $5,326 million, or $2.54, against $2,862 million, or $1.39 — an increase of $2,464 million. On the company's adjusted basis, second-quarter earnings were $2,407 million, or $1.15 per share, against $2,164 million, or $1.05, a 9.5% increase per share. The gap between the two measures is mostly mark-to-market: after-tax net gains on non-qualifying hedge activity were $640 million in the quarter and $596 million for the six months, against losses of $189 million and $701 million in the prior-year periods. The six-month comparison also benefits from the absence of the 2025 XPLR impairment. Merger-related expenses of $31 million after tax were recorded at Corporate and Other. NEE's effective income tax rates were approximately (3)% and (19)% for the second quarters of 2026 and 2025 and (15)% and (59)% for the six-month periods. **FPL** earned $1,412 million, or $0.67 per share, against $1,275 million, or $0.62 — up $137 million in the quarter and $283 million for the six months, driven by continued investment in plant in service and other property, which grew average rate base by approximately $6.8 billion and $6.6 billion respectively against the prior-year periods. Operating revenues rose $188 million in the quarter and $462 million for the six months. Retail base revenues rose approximately $276 million and $561 million, of which $251 million and $451 million came from the new rates under the 2025 rate agreement; average customer accounts rose approximately 1.5% and 1.6%, while average usage per retail customer fell 1.2% and 0.1%. Fuel revenues rose approximately $137 million and $207 million and storm protection plan clause revenues $47 million and $108 million, partly offset by declines in storm cost recovery revenues of approximately $309 million and $556 million as the 2024 hurricane surcharges completed. Fuel, purchased power and interchange expense rose $133 million and $190 million. Depreciation and amortisation fell $51 million in the quarter but rose $206 million for the six months, the two directions reflecting $309 million and $556 million of lower deferred storm cost amortisation against the effect of lower RSM amortisation and higher plant balances; FPL recorded a reversal of pre-tax RSM amortisation of approximately $147 million in the quarter, and pre-tax RSM amortisation of approximately $62 million for the six months, against reserve amortisation of $19 million and $641 million in the prior-year periods. Six-month income taxes fell $276 million, including approximately $150 million of investment tax credit amortisation used through the RSM. Approximately $1.335 billion after tax of RSM reserve remained available at June 30, 2026. FPL earned a regulatory return on equity of approximately 11.70% on a trailing thirteen-month average retail rate base, against 11.60% a year earlier. Second-quarter capital expenditures were approximately $2.8 billion and full-year capital investment is expected to be $12–13 billion; regulatory capital employed grew approximately 9.3% year over year and FPL added more than 90,000 customers in the quarter. FPL reports roughly 21 GW of large-load interest, with advanced discussions on 12 GW, a portion of which it believes it could begin serving as soon as 2028, and expects to announce at least one large-load transaction under its tariff by the end of 2026. The 2025 rate agreement remains under challenge. Non-signatories sought reconsideration at the FPSC and appealed in February 2026; the FPSC denied substantially all of the motion in April 2026; notices of appeal were filed with the Florida Supreme Court in May 2026, and in June 2026 that court consolidated the appeals into a single proceeding. **NEER** reported GAAP net income attributable to NEE of $1,634 million, or $0.78 per share, against $983 million, or $0.48; on an adjusted basis $1,291 million, or $0.62, against $1,091 million, or $0.53. Segment results rose $651 million in the quarter and $1,498 million for the six months. The quarter's drivers were a $376 million swing in non-qualifying hedge activity, $179 million from new investments, $123 million from other items including financing costs and asset recycling and $80 million from nuclear decommissioning fund equity securities, against $70 million of decline at customer supply. For the six months, the $630 million XPLR swing and $451 million of hedge movement dominated, with $271 million from new investments and $97 million from NEET, against $146 million of customer supply decline. Operating revenues rose $618 million in the quarter and $768 million for the six months, including $213 million and $394 million from new investments and a $363 million quarterly swing in non-qualifying commodity hedges. Operating expenses rose $331 million and $672 million, mostly O&M. Six-month gains on disposal rose $195 million on the sale of ownership interests in a transmission asset, and six-month interest expense fell $127 million on approximately $321 million of favourable interest rate derivative movement, partly offset by higher average debt and a loss on extinguishment tied to the same transmission sale. Equity in earnings of equity-method investees was $333 million in the quarter against $177 million, and $503 million for the six months against $469 million of losses, including an approximately $119 million gain on the sale of a partial interest in an equity-method investment. NEER added 3.6 GW to its development backlog in the quarter, 2 GW of it battery storage, bringing the backlog to approximately 35.1 GW after 1.1 GW of projects placed in service since April. During the quarter NextEra Energy Transmission energised a new 137-mile, 345 kV line in New Mexico ahead of schedule and on budget, and MISO selected it as part of a consortium to develop two 765 kV projects in Illinois. **Corporate and Other** contributed $98 million against a $230 million loss a year earlier, an increase of $328 million in the quarter and $683 million for the six months, driven by approximately $453 million and $846 million of favourable after-tax non-qualifying hedge activity on interest rate derivatives, partly offset by higher interest expense on higher average debt. **Acquisitions completed in the period.** On January 9, 2026 a wholly owned NextEra Energy Resources subsidiary acquired 100% of the equity interests of Symmetry Energy Solutions, LLC, a commercial and industrial natural gas business, from Energy Capital Partners, LLC. Symmetry supplies approximately 5,500 commercial and industrial customers in 34 states. The purchase price included approximately $0.8 billion of cash consideration plus $0.3 billion of working capital and other adjustments, subject to post-closing adjustment; NEE recorded approximately $1.3 billion of identifiable assets, $0.6 billion of liabilities and approximately $0.4 billion of goodwill, of which $0.1 billion is expected to be tax deductible. On June 30, 2026 a 95%-owned NextEra Energy Resources subsidiary acquired 100% of the equity interests of CRP XII Intermediate, LLC, which owns Caliber Resource Partners, LLC, an energy investment firm holding non-operating interests in more than 7,500 producing wells plus additional drilling locations across multiple U.S. shale basins. The base purchase price of $1.3 billion comprised approximately $1.0 billion of cash from NEE and non-controlling interest owners and the assumption of $0.3 billion of existing debt, subject to post-closing adjustment; NEE recorded approximately $1.4 billion of identifiable assets and approximately $0.4 billion of liabilities. Both purchase price allocations are provisional. **Cash flow, capital and liquidity.** Six-month cash flow from operating activities was $7,276 million against $5,958 million a year earlier. Long-term debt issuances were $15,566 million and commercial paper and other short-term debt rose $3,431 million; retirements of long-term debt were $4,032 million and common dividends $2,599 million. Capital expenditures, independent power and other investments and nuclear fuel purchases totalled $19,389 million against $13,626 million — $5,932 million at FPL and $13,449 million at NEER, the latter including $6,337 million of solar and solar-plus-storage, $2,347 million of wind and $1,112 million in customer supply natural gas and oil production. Significant first-half issuances included $2,250 million of FPL first mortgage bonds at 5.125%–5.900% maturing 2036–2066, $3,750 million of NEECH junior subordinated debentures issued in June 2026 at initial rates of 6.000%–6.625%, $2,300 million of debentures related to NEE equity units, $2,067 million of euro junior subordinated debentures and $1,549 million of euro debentures. Total net available liquidity was approximately $18.1 billion at June 30, 2026, against $15,000 million of syndicated revolving capacity. Interest rate contracts carried a net notional amount of approximately $55.1 billion, up from $47.3 billion at year-end. **Outlook as stated by management.** NEE expects 2026 adjusted earnings per share of $3.92 to $4.02 and is targeting the high end of that range. It expects to grow adjusted earnings per share at a compound annual rate of 8% or more through 2032 and is targeting the same from 2032 through 2035, in each case off the 2025 base of $3.71 of adjusted earnings per share. It expects to grow dividends per share at roughly 10% a year through 2026 off a 2024 base, and 6% a year from year-end 2026 through 2028. NEE does not provide a quantitative reconciliation of forward-looking adjusted earnings per share to the comparable GAAP measure. ## Pending combination with Dominion Energy *From the quarterly report on Form 10-Q for the period ended June 30, 2026, accession 0000753308-26-000060, and the Form 8-K dated May 18, 2026, accession 0001104659-26-063001.* On May 15, 2026 NEE, Dominion Energy, Inc. and two NEE subsidiaries entered into an Agreement and Plan of Merger under which Dominion Energy would become a wholly owned subsidiary of NEE through two successive mergers; the transaction was announced on May 18, 2026. Each outstanding Dominion Energy share, other than shares cancelled under the agreement, converts into 0.8138 shares of NEE common stock plus a pro rata share of an aggregate $360 million in cash without interest. NEE and Dominion Energy shareholders would own approximately 74.5% and 25.5% of the combined company. The companies have proposed $2.25 billion in bill credits for Dominion Energy's utility customers in Virginia, North Carolina and South Carolina, spread over two years post-close. The parties are working to complete the transaction in the second half of 2027. Closing requires Dominion Energy and NEE shareholder approvals, approvals from FERC, the NRC and the utility commissions of Virginia, North Carolina and South Carolina, and clearance under the Hart-Scott-Rodino Act. On termination in specified circumstances NEE would owe Dominion Energy a termination fee of $4.8 billion or $6.5 billion depending on the circumstances; in other circumstances Dominion Energy would owe NEE approximately $2.2 billion. As described at announcement, the combined company would be more than 80% regulated, serve approximately 10 million utility customer accounts across Florida, Virginia, North Carolina and South Carolina and own 110 GW of generation, with dual headquarters in Juno Beach and Richmond and Dominion Energy South Carolina's operational headquarters in Cayce. John Ketchum would be chairman and chief executive officer and Robert Blue president and chief executive officer of regulated utilities. Management expects the combination to support approximately 11% annual growth in regulatory capital employed through 2032 and 9% or more adjusted earnings per share growth through 2032, with a 9%+ target through 2035, off a 2025 base. NEE's risk disclosures now include merger-specific risks — operating restrictions during pendency, approvals that may be delayed or conditioned, termination rights, limits on pursuing other opportunities, integration risk and the anticipated closing date. Separately, as part of a planned succession, Armando Pimentel, Jr. resigned as chief executive officer of FPL effective May 18, 2026 and was appointed Vice Chairman of NEE, with Scott Bores succeeding him as FPL's chief executive officer (Form 8-K dated May 18, 2026, accession 0001104659-26-062992). ## Subsequent events *Events after June 30, 2026, from the quarterly report for the period ended June 30, 2026, accession 0000753308-26-000060, and subsequent current reports.* - **Duane Arnold brought to full ownership (July 2026).** NextEra Energy Resources obtained 100% ownership of the Duane Arnold nuclear plant in Iowa by acquiring the remaining interest — the final 30% minority interest held by two cooperative partners — making it the plant's sole owner. No purchase price was disclosed. The Iowa Utilities Commission approved a generating certificate for the plant, and NEER remains on track to bring it back online no later than the first quarter of 2029. (Form 10-Q, accession 0000753308-26-000060; Exhibit 99 to Form 8-K dated July 24, 2026, accession 0000753308-26-000058.) - **Bylaws amended (July 8, 2026).** The board approved amendments to the Amended and Restated Bylaws, effective on approval, giving the board authority to set the time and place of any special shareholder meeting, clarifying that annual or special meetings may be held solely by remote communication to the extent permitted by Florida law, and revising related notice provisions. (Form 8-K dated July 8, 2026, accession 0001104659-26-081863.) - **Merger registration statement and regulatory filings (July 2026).** NEE filed a Form S-4 registration statement (File No. 333-297351) on July 9, 2026, which the SEC declared effective on July 23, 2026; the definitive joint proxy statement/prospectus was filed and mailing commenced on or about July 28, 2026. On July 15, 2026 the companies filed merger approval applications with the Virginia State Corporation Commission — beginning that state's statutory six-month review — the North Carolina Utilities Commission and the Public Service Commission of South Carolina, and also filed with FERC and the NRC. (Exhibit 99 to Form 8-K dated July 24, 2026, accession 0000753308-26-000058; Form 8-K dated August 11, 2026, accession 0000753308-26-000065.) - **Dominion Energy and pro forma financial information filed (August 2026).** NEE filed Dominion Energy's unaudited condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 (incorporated by reference from Dominion Energy's Form 10-Q filed July 31, 2026), together with NEE's unaudited pro forma condensed combined financial statements reflecting the mergers as of June 30, 2026, for the six months ended June 30, 2026 and for the year ended December 31, 2025. (Form 8-K dated August 11, 2026, accession 0000753308-26-000065.) - **Supplemental proxy disclosures following shareholder demand letters (August 25, 2026).** NEE disclosed that it had received several demand letters from purported shareholders asserting disclosure deficiencies in the joint proxy statement/prospectus. NEE stated that it believes the disclosures comply fully with applicable law and that the allegations are entirely without merit, but voluntarily supplemented the document — including additional detail on the background of the mergers and on Lazard's sum-of-the-parts discounted cash flow and company comparables analyses — to moot the claims and avoid delay to closing, without admitting liability. (Form 8-K dated August 25, 2026, accession 0001104659-26-100476.) - **Shareholders approve the share issuance and an increase in authorised shares (September 3, 2026).** At a special meeting, holders of 1,625,030,947 of the 2,085,978,209 shares outstanding on the July 24, 2026 record date were represented. Shareholders approved the issuance of NEE common stock to Dominion Energy shareholders in the first merger with 1,612,635,616 shares for, or 99.47% of votes cast; approved an amendment to the articles of incorporation increasing authorised common stock from 3,200,000,000 to 5,000,000,000 shares with 1,606,841,941 shares for, or 99.02%; and approved the adjournment proposal with 92.33%. (Form 8-K dated September 3, 2026, accession 0000753308-26-000071.) - **Enhanced Virginia benefits package (September 14, 2026).** NEE and Dominion Energy announced an expanded Virginia package in connection with the merger. It would double residential bill relief by extending $10 per month in credits from the previously proposed two years to four, by working with the Virginia State Corporation Commission to redirect to residential customers the portion of credits that would otherwise go to large-scale data centres and by increasing the aggregate shareholder-funded Virginia customer credit amount; increase Dominion Energy's shareholder-funded EnergyShare bill assistance programme by $100 million through 2038; reaffirm that customers are held harmless from merger costs; maintain current Virginia employee headcount for five years and add 600 new NextEra Energy jobs plus an expected 400 supplier jobs; fund a $100 million workforce development fund and a Virginia Supplier Program of up to $1 billion a year for five years; and build, at shareholders' expense, a new NextEra Energy office tower in Richmond beside the existing Dominion Energy headquarters as part of a combined co-headquarters. Dominion Energy Virginia would keep its name, local leadership and accountability to the State Corporation Commission. (Form 8-K dated September 14, 2026, accession 0001104659-26-107537.)