KETCHUM JOHN W 4

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.