新纪元能源美股招股说明书(2025-01-31版)

$5,000,000,000 $1,000,000,000 4.85% Debentures, Series due February 4, 2028 $1,000,000,000 5.05% Debentures, Series due March 15, 2030 $750,000,000 5.30% Debentures, Series due March 15, 2032 $500,000,000 Floating Rate Debentures, Series due February 4, 2028 The Debentures will be Absolutely, Irrevocably and Unconditionally Guaranteed by NextEra Energy, Inc. NextEra Energy Capital Holdings, Inc. (“NEE Capital”) will pay interest semi-annually on the 4,85% Debentures, Series due February 4, 2028(the “2028 Debentures”) on February 4 and August 4 of each year, beginning August 4, 2025. NEE Capital will pay interest semi-annually on the5.05% Debentures, Series due March 15, 2030 (the “2030 Debentures”), the 5.30% Debentures, Series due March 15, 2032 (the “2032Debentures”), the 5.45% Debentures, Series due March 15, 2035 (the “2035 Debentures”), and the 5.90% Debentures, Series due March 15, 2055(the “2055 Debentures” and together with the 2028 Debentures, the 2030 Debentures, the 2032 Debentures and the 2035 Debentures, the “FixedRate Debentures”) on March 15 and September 15 of each year, beginning September 15, 2025. NEE Capital will pay interest quarterly on theFloating Rate Debentures, Series due February 4, 2028 (the “Floating Rate Debentures” and together with the Fixed Rate Debentures, the“Debentures”) at a rate equal to Compounded SOFR (as defined herein) plus 0.80%, subject to the provisions set forth under “Certain Terms ofthe Debentures—Interest and Payment—Floating Rate Debentures.” Interest on the Floating Rate Debentures will be payable on February 4,May 4, August 4 and November 4 of each year, beginning May 4, 2025. NEE Capital, at its option, may redeem some or all of the Fixed Rate Debentures of each series, at any time or from time to time, at theredemption prices described in this prospectus supplement. The Floating Rate Debentures will not be redeemable at NEE Capital’s option beforetheir maturity date. NEE Capital’s corporate parent, NextEra Energy, Inc. (“NEE”), has agreed to absolutely, irrevocably and unconditionally guarantee the paymentof principal, interest and premium, if any, on the Debentures. The Debentures and the guarantee are unsecured and unsubordinated and rankequally with other unsecured and unsubordinated indebtedness from time to time outstanding of NEE Capital and NEE, respectively. NEECapital does not intend to apply to list the Debentures on a securities exchange. See “Risk Factors” beginning on page S-5 of this prospectus supplement to read about certain factors you should considerbefore making an investment in the Debentures. Neither the Securities and Exchange Commission nor any other securities commission in any jurisdiction has approved ordisapproved of the Debentures or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The Debentures are expected to be delivered in book-entry only form through The Depository Trust Company for the accounts of its participants,including Clearstream Banking,société anonyme, and/or Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in NewYork, New York on or about February 4, 2025. The date of this prospectus supplement is January 30, 2025. You should rely only on the information incorporated by reference or provided in this prospectus supplementand in the accompanying prospectus and in any written communication from NEE Capital, NEE or theunderwriters specifying the final terms of the offering. None of NEE Capital, NEE or the underwriters haveauthorized anyone else to provide you with additional or different information. None of NEE Capital, NEE orthe underwriters are making an offer of the Debentures in any jurisdiction where the offer is not permitted.You should not assume that the information in this prospectus supplement or in the accompanyingprospectus is accurate as of any date other than the date on the front of those documents or that theinformation incorporated by reference is accurate as of any date other than the date of the documentincorporated by reference. TABLE OF CONTENTS Prospectus Supplement Prospectus Supplement Summary Risk Factors Use of Proceeds Selected Consolidated Financial Information of NEE and SubsidiariesConsolidated Capitalization of NEE and SubsidiariesCertain Terms of the DebenturesCertain U.S. Federal Income Tax Consequences for Non-U.S. HoldersUnderwriting (Conflicts of Interest) Prospectus PageAbout this Prospectus1Risk Factors2NEE2NEE Capital2Use of Proceeds3Where You Can Find More Information3Incorporation by Reference4Forward-Looking Statements5Description of NEE Common Stock6Description of NEE Preferred Stock11Description of NEE Depositary Shares13Description of NEE Stock Purchase Contracts and Stock Purchase Units13Description of NEE Warrants14Description of NEE Senior Debt Securities14Description of NEE Subordinated Debt Securities14Description