Dominion Energy (NYSE: D) details 24-month benefits protection, S-4 and proxy filing

Rhea-AI Filing Summary

Dominion Energy provides employee FAQs and disclosure language about the proposed business combination with NextEra Energy, including a 24-month Pay and Benefits Protection Period that preserves pension, cash balance and 401(k) plan terms in effect at closing. The communication also contains forward-looking statements, instructions that NextEra will file a Form S-4 and joint proxy statement/prospectus with the SEC, and directions for obtaining definitive materials and participant disclosures when filed.

The text urges shareholders to read the registration statement and joint proxy statement/prospectus when available and lists where to obtain free copies and contact details for investor relations and the DERI service center.

Insights

M&A Counsel

Standard merger disclosure and regulatory roadmap; filings and shareholder materials are promised.

The communication sets out the procedural steps: NextEra intends to file a Form S-4 with a joint proxy statement/prospectus, and both companies will make definitive materials available to shareholders. This is routine for a proposed merger and frames the upcoming shareholder vote process.

Timing and closing conditions are described as subject to typical contingencies; the text preserves forward-looking safe-harbor language and references additional risk factors to be included in the registration statement.

Employee Benefits Specialist

Employees get a 24-month benefits protection commitment tied to plan terms at closing.

The notice confirms a 24-month Pay and Benefits Protection Period during which pension, cash balance and 401(k) plan terms in effect at closing cannot be changed per the merger terms. It reiterates that vested benefits remain protected by law.

Practical questions should be directed to the DERI service center; employee-specific implementation details depend on plan documents and the effective closing date.

Corporate Governance Advisor

Proxy solicitation disclosures and participant lists will appear in the definitive joint proxy statement/prospectus.

The excerpt notes that directors and executive officers of both companies may be participants in the solicitation and that details of direct and indirect interests will be included in the definitive materials. It cites recent proxy statements and 10-Ks as background sources for officer and director information.

Shareholders will receive the definitive joint proxy statement/prospectus if and when filed; those materials will contain the full participant and conflict disclosures.

Key Figures

Pay and Benefits Protection Period: 24 months NextEra proxy statement filing date cited: April 1, 2026 Dominion proxy statement filing date cited: March 19, 2026 +3 more

6 metrics

Pay and Benefits Protection Period 24 months preserves plan terms in effect at closing

NextEra proxy statement filing date cited April 1, 2026 NextEra Energy's proxy statement for its 2026 annual meeting (cited as source for director info)

Dominion proxy statement filing date cited March 19, 2026 Dominion Energy's proxy statement for its 2026 annual meeting (cited as source for director info)

NextEra Annual Report referenced Form 10-K for year ended December 31, 2025 filed February 13, 2026; cited for executive officer information

Dominion Annual Report referenced Form 10-K for year ended December 31, 2025 filed February 23, 2026; cited for executive officer information

DERI service center phone 1-866-876-0001 employee questions about DERI

Key Terms

Form S-4, joint proxy statement/prospectus, forward-looking statements, Pay and Benefits Protection Period

4 terms

Form S-4 regulatory

"NextEra Energy intends to file with the SEC a registration statement on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"will include a joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a prospectus"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

forward-looking statements financial

"This communication includes “forward-looking statements” within the meaning of the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Pay and Benefits Protection Period other

"during the 24-month Pay and Benefits Protection Period, the terms of the merger prohibit changes to your pension"

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Available on EDGAR 06/01/2026 - 04:54 PM Accepted by SEC EDGAR 06/01/2026 - 04:49 PM Learn about SEC filing dates

FAQ

What does Dominion Energy's 24-month Pay and Benefits Protection Period mean for employees?

It preserves pension, cash balance and 401(k) plan terms in effect at closing for 24 months. The notice states vested benefits remain legally protected and directs employees to the DERI service center for implementation details and questions.

Will NextEra Energy and Dominion Energy file formal merger materials with the SEC (D)?

Yes. NextEra intends to file a Form S-4 that will include a joint proxy statement/prospectus. The definitive joint proxy statement/prospectus will be mailed to shareholders if and when it becomes available.

Where can Dominion Energy (D) shareholders obtain the registration statement and proxy materials?

Free copies will be available at www.sec.gov, Dominion Energy’s investor website, and NextEra Energy’s investor site. Contact details and phone numbers are provided for both companies' investor relations departments.

Does the communication contain forward-looking statements about the merger?

Yes. It includes forward-looking statements and a safe-harbor notice listing risks such as integration, regulatory approvals, shareholder approvals, and other factors that could cause actual results to differ materially.

Who may be participants in the proxy solicitation for the proposed transaction?

NextEra Energy, Dominion Energy and certain directors and executive officers may be participants. The definitive joint proxy statement/prospectus will identify participants and describe their direct or indirect interests by security holdings or otherwise.

Filed by: Dominion Energy, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

Subject Company: Dominion Energy, Inc.

Commission File No.: 001-08489

Additional FAQs Provided to Employees

Q. Will there be changes to my benefits as a result of the merger? 

A. As part of the terms of the merger, the combined companies have provided special employee protections by agreeing to maintain substantially comparable benefits during the 24-month Pay and Benefits Protection Period after the merger closes.

In addition, during the 24-month Pay and Benefits Protection Period, the terms of the merger prohibit changes to your pension, cash balance, or 401(k) plan(s), or revocation of your eligibility for retiree medical benefits. This means, for example, that if you are accruing pension benefits at closing, you would continue to accrue pension benefits at least through the 24-month Pay and Benefits Protection Period, pursuant to the plan terms in effect at close. Keep in mind that the vested pension, cash balance, and 401(k) benefits that you have earned are always yours by law and cannot be taken away.

Q. Does the merger impact whether my job is covered by a collective bargaining agreement?

A. No. An employee’s status, whether non-union or represented by a union, is not impacted by the merger.

Q. I am currently covered by a collective bargaining agreement. Will I be covered by a different union’s collective bargaining agreement because of the merger?

A. No. Each of Dominion Energy’s collective bargaining agreements covers a defined population, and that will not change simply due to the merger closing. All Dominion Energy collective bargaining agreements in effect at close will continue to be recognized.

Q. Will our companies begin integrating processes and systems before the merger closes?

A. No. Dominion Energy will continue to operate separately and independently during the pre-close period.

Q. Will hiring and promotions continue while waiting for the merger to close?

A. Yes. We expect that normal hiring, promotions, and other job changes will continue in the ordinary course of business during the pre-close period.

Q. How does the merger impact the Dominion Energy Reliability Investment (DERI) program?

A. DERI will be discontinued in connection with the merger closing. Before the transaction closes, Dominion Energy will be required to either redeem, or call for redemption, all DERI investments. If you have a DERI investment, DERI will mail a check to your address on record in an amount equal to the investment balance. Notice of any redemption will be given in accordance with the terms of the Indenture. 

Please direct questions about DERI to the DERI service center at 1-866-876-0001 or visit Dominion Energy Reliability Investment website for general information.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements regarding the proposed business combination transaction between NextEra Energy, Inc. (NextEra Energy) and Dominion Energy, Inc. (Dominion Energy) and future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions on the combined company’s business and future financial and operating results, the anticipated closing date for the proposed transactions and other aspects of NextEra Energy’s or Dominion Energy’s operations or operating results, are forward-looking statements. Words and phrases such as “ambition,” “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions or events can be used to identify

forward-looking statements. Where, in any forward-looking statement, NextEra Energy or Dominion Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. Any forward-looking statement is not a guarantee of future performance, outcomes or results and is subject to numerous risks, uncertainties and other factors, many of which are beyond NextEra Energy’s or Dominion Energy’s control, that could cause actual performance, outcomes or results to differ materially from what is expressed or implied in the forward-looking statement.

These factors include a failure by NextEra Energy to successfully integrate Dominion Energy’s businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits of the proposed transactions may not be fully realized or may take longer to realize than expected; each party’s ability to obtain the approval of its shareholders required to consummate the proposed transactions and the timing of the closing of the proposed transactions, including the risk that the conditions to closing are not satisfied on a timely basis or at all or the failure of the transactions to close for any other reason or to close on the anticipated terms, including with the anticipated tax treatment; the risk that any governmental or regulatory approval, consent or authorization that may be required for the proposed transactions is not obtained, is delayed or is obtained subject to conditions that are not anticipated or that cause the termination of the merger agreement and abandonment of the transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement by either party; the risk that certain provisions in the merger agreement or the pendency of the transactions may impact either party’s ability to pursue certain business opportunities or strategic transactions; unanticipated difficulties, liabilities or expenditures relating to the transactions, including the impact of potential litigation relating to the transactions; the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and business operations generally, including the parties’ relationship with regulators, suppliers, vendors and customers; the effect of the announcement or pendency of the proposed transactions on the parties’ common stock prices and uncertainty as to the long-term value of either party’s common stock; risks that the proposed transactions disrupt either party’s current plans and operations, including due to the diversion of the attention of management from ordinary course business operations, and potential difficulties in hiring or retaining employees as a result of the proposed transactions; any rating agency actions; and the impact of the announcement or pendency of the proposed transactions on either party’s ability to access capital, including the short- and long-term debt markets, on a timely and affordable basis; general worldwide economic conditions and related uncertainties; the effect and timing of changes in laws or in governmental regulations (including environmental); fluctuations in trading prices of securities of NextEra Energy and in the financial results of NextEra Energy or Dominion Energy; and the timing and extent of changes in interest rates, commodity prices and demand and market prices for electricity or gas. The registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (SEC) will describe additional risks in connection with the proposed transactions. While the list of factors presented here is, and the list of factors to be presented in the registration statement

on Form S-4 and joint proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to NextEra Energy’s and Dominion Energy’s respective periodic reports and other filings with the SEC, including the risk factors contained in NextEra Energy’s and Dominion Energy’s most recently filed Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.

Any forward-looking statements included in this communication represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable, the dates indicated in such statement). Except as required by law, neither NextEra Energy nor Dominion Energy undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Transactions and Where to Find It

In connection with the proposed transactions, NextEra Energy intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a prospectus of NextEra Energy. Each of NextEra Energy and Dominion Energy may also file other relevant documents with the SEC regarding the proposed transactions. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that NextEra Energy or Dominion Energy may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of NextEra Energy and Dominion Energy. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTERA ENERGY, DOMINION ENERGY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when available) and other documents containing important information about NextEra Energy, Dominion Energy and the proposed transactions, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by NextEra Energy will be available free of charge on NextEra Energy’s website at http://www.investor.nexteraenergy.com/ or by contacting NextEra Energy’s Investor Relations Department by email at investors@nexteraenergy.com or by phone at (800) 222-4511. Copies of the documents filed with the SEC by Dominion Energy will be available free of charge on Dominion Energy’s website at http://investors.dominionenergy.com or by contacting Dominion Energy’s Investor Relations Department by email at investor.relations@dominionenergy.com or by phone at (804) 819-2438.

Participants in the Solicitation

NextEra Energy, Dominion Energy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions.

Information about the directors and executive officers of NextEra Energy, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i)  NextEra Energy’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026, including under the headings “Proposal 1: Election as directors of the nominees specified in this proxy statement,” “Director Compensation,” “Executive Compensation,” and “Common Stock Ownership of Certain Beneficial Owners and Management,” (ii) NextEra Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under the heading “Item 1. Business—Information About Our Executive Officers” and (iii) to the extent certain holdings of NextEra Energy securities by its directors or executive officers have changed since the amounts set forth in NextEra Energy’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with the SEC.

Information about the directors and executive officers of Dominion Energy, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i)  Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 19, 2026, including under the headings “Item 1: Election of Directors – Director Nominees,” “Compensation of Non-Employee Directors,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management,” (ii) Dominion Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 23, 2026, including under the heading “Information about our Executive Officers” and (iii) to the extent certain holdings of Dominion Energy securities by its directors or executive officers have changed since the amounts set forth in Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with the SEC.

Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by NextEra Energy and Dominion Energy will be available free of charge through the website maintained by the SEC at www.sec.gov. Additionally, copies of documents filed with the SEC by NextEra Energy and Dominion Energy will be available free of charge through the sources indicated above.