Item 1A. Risk Factors

In addition to the factors discussed in Part I, Item 1A. Risk Factors in the 2025 Form 10-K and the other information set forth in this report, the risk factors disclosed in the "Risk Factors" section of the definitive joint proxy statement/prospectus filed by NEE with the SEC on July 28, 2026 (the "definitive joint proxy statement/prospectus"), which risk factors are incorporated by reference herein, could materially adversely affect NEE's and FPL's business, financial condition, results of operations and prospects and should be carefully considered. The definitive joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 (File No. 333-297351) that was initially filed by NEE with the SEC on July 9, 2026 and subsequently declared effective by the SEC on July 23, 2026.

Except as described above, there have been no material changes to the risk factors previously disclosed in the 2025 Form 10-K. The risks described in the 2025 Form 10-K and in the definitive joint proxy statement/prospectus are not the only risks facing NEE and FPL. Additional risks and uncertainties not currently known to NEE or FPL, or that are currently deemed to be immaterial, also may materially adversely affect NEE's or FPL's business, financial condition, results of operations and prospects.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

(a)Information regarding purchases made by NEE of its common stock during the three months ended September 30, 2026 is as follows:


Period	Total Number of Shares Purchased(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Maximum Number of Shares that May Yet be Purchased Under the Program(b)
7/1/26 – 7/31/26	—	$	—	—	180,000,000
8/1/26 – 8/31/26	10,765	$	86.19	—	180,000,000
9/1/26 – 9/30/26	—	$	—	—	180,000,000
Total	10,765	$	86.19	—

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(a)Includes shares of common stock withheld from employees to pay certain withholding taxes upon the vesting of stock awards granted to such employees under the NextEra Energy, Inc. Amended and Restated 2021 Long Term Incentive Plan or the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan.

(b)In May 2017, NEE's Board of Directors authorized repurchases of up to 45 million shares of common stock (180 million shares after giving effect to the four-for-one stock split of NEE common stock effective October 26, 2020) over an unspecified period.

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