KETCHUM JOHN W 4

4 · NEXTERA ENERGY INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

NextEra Energy (NEE) CEO John Ketchum Receives Awards; Shares Withheld

What Happened

John W. Ketchum, Chairman, President & CEO of NextEra Energy (NEE), received a mix of equity awards on Feb 12, 2026 and had shares withheld to cover tax obligations. The filing shows:
- 152,713 performance shares settled (acquired at $0.00) on 2026-02-12; 60,092 of those were withheld for taxes at $91.93/share (proceeds $5,524,258).
- 4,372 restricted shares granted on 2026-02-12; 1,965 restricted shares were withheld for taxes on 2026-02-15 at $93.80/share (proceeds $184,317).
- 4,813 phantom/SMCA units credited (derivative award).
- 161,445 stock options (derivative) granted, exercisable in three substantially equal annual installments beginning Feb 15, 2027.
Net common shares retained from the Feb 12 settlements (after tax withholding) = 95,028 shares (152,713 + 4,372 − 60,092 − 1,965). Total shares withheld/disposed to cover taxes = 62,057 for aggregate proceeds of $5,708,575.

Key Details

Transaction dates: primarily 2026-02-12 (awards & settlement) and 2026-02-15 (tax-withholding on vesting); Form 4 filed 2026-02-17.
Prices and values withheld: 60,092 @ $91.93 = $5,524,258; 1,965 @ $93.80 = $184,317; total ~$5.71M in withholding dispositions.
Shares owned after transaction: not stated in the information provided on this Form 4.
Footnotes of note:
- Performance and restricted stock settlements and grants were made under NextEra’s Long Term Incentive Plan and are Rule 16b-3 exempt.
- 4,813 derivative units are an annual credit to an unfunded Supplemental Matching Contribution Account (SMCA) payable in cash after termination; valuation used $80.28 (closing price used for 2025).
- 161,445 options become exercisable in three equal annual installments beginning Feb 15, 2027.
Filing timeliness: Form 4 filed Feb 17 reporting Feb 12/15 transactions; no explicit late-filing flag shown in the materials provided here.

Context

The disposals reported here were tax-withholdings (code F), not open-market sales — routine when equity awards vest/settle. Such withholdings reduce share count but do not necessarily signal a deliberate insider sale for investment reasons.
The awards include current-year performance share settlement (cash/stock settlement), a restricted stock grant, a cash-payable SMCA credit (derivative) and a time-phased stock option grant (derivative). Options do not immediately increase common shares outstanding until exercised.

Form 4

Period: 2026-02-12

DirectorChairman, President & CEOOther

Transactions

Award
Common Stock
[F1]
2026-02-12+4,372→ 310,305 total
Award
Common Stock
[F2]
2026-02-12+152,713→ 463,018 total
Tax Payment
Common Stock
[F3]
2026-02-12$91.93/sh−60,092$5,524,258→ 402,926 total
Tax Payment
Common Stock
[F4]
2026-02-15$93.80/sh−1,965$184,317→ 400,961 total
Award
Phantom Shares
[F5]
2026-02-12+4,813→ 32,934 total
→ Common Stock (0 underlying)
Award
Employee Stock Option (Right to Buy)
[F6]
2026-02-12+161,445→ 161,445 total
Exercise: $91.93Exp: 2036-02-12→ Common Stock (161,445 underlying)

Holdings

Footnotes (6)

[F1]Restricted stock grant made pursuant to Issuer's 2021 Long Term Incentive Plan, exempt under Rule 16b-3.
[F2]Shares acquired in settlement of performance share awards (which were not derivative securities) under Issuer's Amended and Restated Long Term Incentive Plan, exempt under Rule 16b-3.
[F3]Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired February 12, 2026 in settlement of performance share awards.
[F4]Restricted stock withheld by Issuer to satisfy tax withholding obligations on vesting of restricted stock granted February 16, 2023, February 15, 2024 and February 13, 2025.
[F5]Annual credit of phantom shares to an unfunded Supplemental Matching Contribution Account ("SMCA") for the reporting person pursuant to the NextEra Energy, Inc. Supplemental Executive Retirement Plan ("SERP") in an amount approved on the transaction date by the Issuer's Compensation Committee, which amount is determined by dividing an amount equal to (a) certain matching contributions in excess of the limits of the Issuer's Retirement Savings Plan plus (b) theoretical earnings, by the closing price of the Issuer's common stock on the last business day of the relevant year ($80.28 in 2025). The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries.
[F6]Options to buy 161,445 shares become exercisable in three substantially equal annual installments beginning on February 15, 2027.

Signature

David Flechner (Attorney-in-Fact)|2026-02-17

1 file