On July 9, 2026, NextEra Energy filed a registration statement on Form S-4 (No. 333-297351) (the "Registration Statement"), which contained a preliminary prospectus of NextEra Energy and a preliminary joint proxy statement of NextEra Energy and Dominion Energy. The Registration Statement was declared effective by the SEC on July 23, 2026. NextEra Energy filed with the SEC the definitive joint proxy statement/prospectus (the "joint proxy statement/prospectus") on July 28, 2026 and commenced mailing copies of the Proxy Statement on or about July 28, 2026.
Since entering into the Merger Agreement, NextEra Energy has received several demand letters from purported shareholders of NextEra Energy (the "Demand Letters"). The Demand Letters assert that, among other things, the joint proxy statement/prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Mergers. It is possible that additional or similar demand letters may be received by NextEra Energy, or that complaints making similar allegations may be filed naming NextEra Energy as a defendant, regarding the Mergers. NextEra Energy will not necessarily disclose such additional demands or complaints.
NextEra Energy believes that the disclosures set forth in the joint proxy statement/prospectus comply fully with applicable law, that no further disclosure beyond that already contained in the joint proxy statement/prospectus is required under applicable law, and that the allegations asserted in the Demand Letters are entirely without merit. However, in order to moot these disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Mergers, and without admitting any liability or wrongdoing, NextEra Energy is voluntarily supplementing the joint proxy statement/prospectus with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, NextEra Energy specifically denies all allegations in the Demand Letters that any additional disclosure was or is required.
SUPPLEMENTAL DISCLOSURES TO JOINT PROXY STATEMENT/PROSPECTUS
The following supplemental information should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety and is available on the SEC's website at http://www.sec.gov, along with periodic reports and other information NextEra Energy files with the SEC. To the extent that the information set forth herein differs from or updates information contained in the joint proxy statement/prospectus, the information set forth herein shall supersede or supplement the information in the joint proxy statement/prospectus. All page references are to pages in the joint proxy statement/prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the joint proxy statement/prospectus. New text within restated language from the joint proxy statement/prospectus is highlighted with bold, underlined text and removed language within restated language from the joint proxy statement/prospectus is indicated by strikethrough text .
The disclosure in the section entitled "The Mergers - Background of the Mergers" is hereby amended by adding the text indicated below to the second paragraph on page 66 of the joint proxy statement/prospectus:
On March 26, 2026, Mr. Blue also called Party A's CEO and informed him that the board of Dominion Energy required a higher premium from Party A but was prepared to move forward with diligence subject to the execution of a non-disclosure and standstill agreement so that Party A could have a better understanding of Dominion Energy and support an increased premium. Mr. Purohit and Ms. Elbert then engaged with Party A's chief legal officer on the diligence process and the execution of a non-disclosure and standstill agreement. On March 27, 2026, the Non-Disclosure and Standstill Agreement with Party A was executed , which included a standstill restriction on Party A that automatically expired upon Dominion Energy's entry into a definitive agreement .
The disclosure in the section entitled "The Mergers - Opinions of NextEra Energy's Financial Advisors - Opinion of Lazard Frères & Co. LLC - NextEra Financial Analyses - NextEra Energy Sum-of-the-Parts Discounted Cash Flow Analysis" is hereby amended by replacing the second full paragraph on page 90 of the joint proxy statement/prospectus with the following:
For NextEra Energy's FPL, NEER and Corporate and Other segments, the discount rate ranges were based on Lazard's estimate of each segment's weighted average cost of capital, and the ranges of exit multiples for each segment were selected by Lazard based upon its professional judgment and experience. Also supporting the Sum-of-the-Parts Discounted Cash Flow Analysis was a calculation of segment-level net debt based on the NextEra Energy forecasted financial information. Net Debt is calculated as short-term debt, plus long-term debt, plus finance leases, plus non-controlling interest, less cash and cash equivalents and less equity method investments
The disclosure in the section entitled "The Mergers - Opinions of NextEra Energy's Financial Advisors - Opinion of Lazard Frères & Co. LLC - NextEra Financial Analyses - NextEra Energy Sum-of-the-Parts Company Comparables Analysis" is hereby amended by replacing the third full paragraph on page 91 of the joint proxy statement/prospectus with the following:
For each of the selected companies, Lazard reviewed and compared, among other things, (i) with respect to NextEra Energy's Premium Utility Peers, the price per share as of May 15, 2026, as a multiple of estimated Adjusted EPS (defined as diluted earnings per share, adjusted, as applicable, for non-recurring items and any other adjustments, as appropriate), based on FactSet Research Systems and the companies' public filings for fiscal year s 2026 and 2027 and (ii) with respect to NextEra Energy's Premium Independent Power Producer Peers, the enterprise value of the selected company (defined as equity market capitalization plus total debt, plus preferred equity and noncontrolling interest, less cash and cash equivalents) as of May 15, 2026, as a multiple of such selected company's estimated Adjusted EBITDA (defined as estimated earnings before interest, taxes, depreciation and amortization, adjusted, as applicable, for non-recurring items and any other adjustments, as appropriate), based on FactSet Research Systems and the companies' public filings, for fiscal year s 2026 and 2027 .
For each of NextEra Energy's Premium Utility Peers and Premium Independent Power Producer Peers, Lazard calculated the following multiples:
Alliant Energy Corporation 20.7 x 19.2 x
The results of this analysis are summarized in the following tables (rounded to the nearest 0.25x multiple):
Premium Independent Power Producer Sector
The disclosure in the section entitled "The Mergers - Opinions of NextEra Energy's Financial Advisors - Opinion of Lazard Frères & Co. LLC - Dominion Energy Financial Analyses - Dominion Energy Sum-of-the-Parts Discounted Cash Flow Analysis" is hereby amended by replacing the first full paragraph on page 93 of the joint proxy statement/prospectus with the following:
For Dominion Energy's Virginia, South Carolina, Contracted Energy and Corporate and Other segments, the discount rate ranges were based on Lazard's estimate of each segment's weighted average cost of capital, and the ranges of exit multiples for each segment were selected by Lazard based upon its professional judgment and experience. Also supporting the Sum-of-the-Parts Discounted Cash Flow Analysis was a calculation of segment-level net debt based on the Dominion Energy forecast for Dominion Energy. Net Debt is calculated as short-term debt, plus long-term debt, plus finance leases, plus preferred equity, plus non-controlling interest, less cash and cash equivalents and less equity method investments.
The disclosure in the section entitled "The Mergers - Opinions of NextEra Energy's Financial Advisors - Opinion of Lazard Frères & Co. LLC - Dominion Energy Financial Analyses - Dominion Energy Sum-of-the-Parts Company Comparables Analysis" is hereby amended by replacing the third full paragraph on page 94 of the joint proxy statement/prospectus with the following:
For each of the selected companies, Lazard reviewed and compared, among other things, (i) with respect to Dominion Energy's Utility Peers, the price per share as of May 15, 2026 as a multiple of Adjusted EPS (defined as diluted earnings per share, adjusted, as applicable, for non-recurring items and any other adjustments, as appropriate), based on FactSet Research Systems and the companies' public filings for fiscal year s 2026 and 2027 and (ii) with respect to Dominion Energy's Premium Independent Power Producer Peers, the enterprise value of the selected company (defined as equity market capitalization plus total debt, plus preferred equity and noncontrolling interest, less cash and cash equivalents) as of May 15, 2026, as a multiple of such selected company's estimated Adjusted EBITDA (defined as estimated earnings before interest, taxes, depreciation and amortization, adjusted, as applicable, for non-recurring items and any other adjustments, as appropriate), based on FactSet Research Systems and the companies' public filings, for fiscal year s 2026 and 2027 .
For each of Dominion Energy's Utility Peers and Premium Independent Power Producer Peers, Lazard calculated the following multiples:
Public Service Enterprise Group (PSEG) 17.5 x 16.3 x
The results of this analysis are summarized in the following tables (rounded to the nearest 0.25x multiple) (1) :
Premium Independent Power Producer Sector
(1) The Price / Adjusted EPS multiple calculated for Eversource was not included in the analysis based upon Lazard's professional judgment and experience.
The disclosure in the section entitled "The Mergers - Opinions of NextEra Energy's Financial Advisors - Opinion of Lazard Frères & Co. LLC - Dominion Energy Financial Analyses - Selected Precedent Transactions Analysis" is hereby amended by replacing the second full paragraph on page 96 of the joint proxy statement/prospectus with the following:
For each of the selected transactions, Lazard calculated the transaction multiple based on information in public filings, press releases and investor relations documents, as the equity purchase price per share divided by the target company's expected one-year forward Adjusted EPS at the time of the announcement of the applicable transaction, which Lazard refers to as "FY+1 P/E." The financial data for the selected transactions and target companies were based on public filings and other publicly available information. For each selected transaction, the below table sets forth the FY+1 P/E multiple calculated by Lazard:
Black Hills Corp. / NorthWestern Energy Group, Inc. 15.5 x
Blackstone Infrastructure Partners / TXNM Energy Inc. 20.1 x
CPP Investments and GIP / Allete Inc. 17.6 x
Blackstone Infrastructure Partners / NIPSCO (Northern Indiana Public Service Company) 21.7 x
Algonquin Power & Utilities Corp. / Kentucky Power Company (AEP) 19.7 x
GIC Private Limited / Duke Energy, Inc. (Indiana) 16.6 x
National Grid plc / PPL Corporation (U.K. Utility Business) 14.0 x
PPL Corporation / National Grid plc (Narragansett Electric) 26.8 x
Avangrid, Inc. / TXNM Energy Inc. 21.3 x
Infrastructure Investments Fund (IIF) / El Paso Electric Company 28.0 x
ENMAX Corporation / Emera Inc. (Maine) 27.0 x
Sempra / Sharyland Utilities, L.L.C. 17.9 x
Oncor Electric Delivery Company LLC / InfraREIT, Inc. 15.7 x
NextEra Energy, Inc. / The Southern Company Assets 24.5 x
Only the first part is shown.