Dominion adds Virginia perks in $67B NextEra deal

Dominion Energy (D) is party to a proposed $67 billion acquisition by NextEra Energy that would create the largest U.S. electric utility, spanning Florida to Virginia.

Rhea-AI Filing Summary

Dominion Energy (D) is party to a proposed $67 billion acquisition by NextEra Energy that would create the largest U.S. electric utility, spanning Florida to Virginia. The companies are seeking to ease Virginia regulators’ concerns about rate impacts and AI data-center demand.

They announced a sweetened package that doubles bill relief to four years, plans for 1,000 new jobs in Virginia, and an additional $100 million for a customer bill assistance program through 2038. They also pledged to shield customers from AI data-center costs, fund workforce development, and build more clean energy and battery storage, while still expecting closing in the second half of 2027, subject to state and federal approvals and multiple risks outlined in their SEC filings.

Positive

• $67 billion merger with NextEra would create the largest U.S. electric utility, expanding Dominion Energy’s platform within a larger combined entity.
• Enhanced Virginia benefits package includes four years of bill relief, 1,000 new jobs, and a $100 million customer assistance program through 2038, plus commitments to more clean energy and storage.
• A Jefferies analyst wrote that the revised proposal “derisks the merger” and provides measurable customer benefits, suggesting greater confidence in closing.

Negative

• The merger faces notable regulatory and political hurdles, including direct intervention and stated skepticism from Virginia’s governor about whether the takeover is good for constituents.
• Closing remains contingent on multiple state and federal approvals, with explicit risks that required consents may be delayed, conditioned, or denied, or that the merger agreement could be terminated.
• Forward-looking statements highlight extensive integration, execution, market and litigation risks that could cause actual outcomes to differ materially from expectations.

Filing Explained

The transaction’s SEC registration statement was declared effective on July 23, 2026, and definitive proxy materials were filed and mailed around July 28, 2026; the merger still requires state and federal approvals, so this Form 425 documents an advanced review stage, not a completed combination or securities sale.

Key Figures

Deal value: $67 billion New jobs in Virginia: 1,000 jobs Customer bill assistance program increase: $100 million +3 more

6 metrics

Deal value $67 billion Proposed acquisition of Dominion Energy by NextEra Energy

New jobs in Virginia 1,000 jobs Jobs pledged as part of the Virginia benefits package

Customer bill assistance program increase $100 million Additional funding through 2038 tied to the merger proposal

NextEra share price move 0.4% decrease to $81.99 Trading on September 14, 2026, at 11:45 a.m. in New York

Dominion share price move 0.5% increase to $64.65 Trading on September 14, 2026, at 11:45 a.m. in New York

Expected closing period Second half of 2027 Targeted closing window for the merger, subject to approvals

Key Terms

bill credits, customer bill assistance program, forward-looking statements, Registration Statement, +2 more

6 terms

bill credits financial

"have offered more bill credits and new jobs to convince regulators"

customer bill assistance program financial

"plan to boost a customer bill assistance program by $100 million"

forward-looking statements regulatory

"This communication includes “forward-looking statements” within the meaning"

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.

Registration Statement regulatory

"The registration statement on Form S-4 (Registration No. 333-297351)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

joint proxy statement/prospectus regulatory

"the definitive joint proxy statement/prospectus filed by NextEra Energy"

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.

merger agreement regulatory

"could give rise to the termination of the merger agreement by either party"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major transaction involving Dominion Energy (D) is described in this filing?

Dominion Energy is party to a proposed $67 billion acquisition by NextEra Energy. The deal would create the largest U.S. electric utility, combining NextEra and Dominion’s operations from Florida through Virginia, and remains subject to multiple regulatory approvals.

How are NextEra and Dominion addressing Virginia rate concerns in the proposed deal?

They offered a package that doubles bill relief to four years, creates 1,000 new jobs in Virginia, adds $100 million to a customer bill assistance program through 2038, pledges to shield customers from AI data-center costs, and plans more clean energy and storage.

When do NextEra and Dominion expect their $67 billion merger to close?

The companies state they continue to expect the transaction to close in the second half of 2027, subject to obtaining required state and federal regulatory approvals and satisfaction of other conditions described in their SEC filings.

What regulatory challenges does the Dominion Energy (D) and NextEra transaction face?

The transaction requires multiple state and federal approvals. Virginia’s governor has intervened in the review and expressed being “deeply skeptical” of the takeover, and the companies disclose risks that approvals may be delayed, conditioned or not obtained, or that the merger could be terminated.

What additional customer assistance is tied to the Dominion–NextEra merger proposal?

The proposal includes boosting a customer bill assistance program by $100 million through 2038, alongside four years of bill credits. These measures are intended to address concerns about rate increases and the impact of AI data-center demand on Virginia customers.

How did the market react to the Dominion–NextEra merger news on September 14, 2026?

On September 14, 2026, NextEra’s shares fell 0.4% to $81.99, while Dominion’s shares rose 0.5% to $64.65 by 11:45 a.m. in New York, as reported in the Bloomberg article reproduced in the communication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 05:28 PM Accepted by SEC EDGAR 09/14/2026 - 05:27 PM Learn about SEC filing dates

Filed by: NextEra Energy, Inc.

Pursuant to Rule 425 under the

Securities Act of 1933
Subject Company: Dominion Energy, Inc.
File No. of Related Registration Statement (Form S-4): 333-297351

The following article was published by Bloomberg on September 14, 2026.

NextEra, Dominion Offer Virginia More Aid to Ease Deal Fears

Bloomberg

September 14, 2026

By Mark Chediak and Will Wade

NextEra Energy Inc. and Dominion Energy Inc. have offered more bill credits and new jobs to convince regulators in Virginia that their $67 billion deal won’t hit homeowners with rate hikes.

Facing strong opposition from lawmakers and the public over concerns about soaring consumer rates and the stress of demand from artificial intelligence data centers, the companies responded on Monday with a sweetened proposal for NextEra’s planned takeover. Among the measures are a doubling of bill relief to four years and the creation of 1,000 new jobs in Virginia.

NextEra’s proposed acquisition of Richmond, Virginia-based Dominion would create the country’s biggest electric utility, spanning from Florida to Virginia’s data center alley. But it faces regulatory hurdles, including Virginia Governor Abigail Spanberger taking the unprecedented step last month of intervening directly in the review of the deal. She said she was “deeply skeptical” about whether the takeover of Dominion, the state’s biggest power provider, was good for her constituents.

The companies’ concessions directly address the concerns of Virginia lawmakers and may help win over regulators, according to Julian Dumoulin-Smith, an analyst with Jefferies, though they may end up announcing additional benefits.

The proposal “derisks the merger further and gives greater confidence in closing,” he wrote in a research note Monday. “We see a compelling case supported by measurable customer benefits and job creation that should be difficult” for the state to reject.

Juno Beach, Florida-based NextEra’s shares fell 0.4% to $81.99 at 11:45 am in New York. Dominion rose 0.5% to $64.65.

The deal still needs approval from state and federal regulators. The companies said they continue to expect the transaction to close in the second half of 2027.

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Under the proposal announced Monday, the companies said they also plan to boost a customer bill assistance program by $100 million through 2038. In addition, they pledged to shield customers from the costs associated with AI data centers, invest in a workforce development fund and build more clean energy and battery storage.

“This is a Virginia-first package, and it starts with customers,” NextEra Chief Executive Officer John Ketchum said in a statement.

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 pending business combination transaction between NextEra Energy, Inc., a Florida corporation (“NextEra Energy”), and Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), and future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the pending transactions, the anticipated impact of the pending transactions on the combined company’s business and future financial and operating results, the anticipated closing date for the pending 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.

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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 pending transactions may not be fully realized or may take longer to realize than expected; the timing of the closing of the pending 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 pending 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 pending transactions on the parties’ business relationships and business operations generally, including the parties’ relationships with regulators, suppliers, vendors and customers; the effect of the announcement or pendency of the pending transactions on the parties’ common stock prices and uncertainty as to the long-term value of either party’s common stock; risks that the pending 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 pending transactions; any rating agency actions; the impact of the announcement or pendency of the pending 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 (Registration No. 333-297351) filed by NextEra Energy with the Securities and Exchange Commission (the “SEC”) on July 9, 2026 (the “Registration Statement”), which was declared effective by the SEC on July 23, 2026, and the definitive joint proxy statement/prospectus filed by NextEra Energy with the SEC on July 28, 2026 (the “definitive joint proxy statement/prospectus”), describe additional risks relating to the pending transactions and combined company. While the list of factors presented here and the list of factors presented in the Registration Statement and the definitive 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 date(s) 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, 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.

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Additional Information about the Transactions and Where to Find It

In connection with the pending transactions, NextEra Energy has filed with the SEC the Registration Statement, which includes a joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a prospectus of NextEra Energy. The Registration Statement was declared effective by the SEC on July 23, 2026. NextEra Energy filed the definitive joint proxy statement/prospectus with the SEC, and Dominion Energy filed a definitive proxy statement with the SEC, in each case, on July 28, 2026, and each of NextEra Energy and Dominion Energy commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about July 28, 2026. Each of NextEra Energy and Dominion Energy may also file other relevant documents with the SEC regarding the pending transactions. This communication is not a substitute for the Registration Statement or the definitive joint proxy statement/prospectus or any other document that NextEra Energy or Dominion Energy may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE 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 AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTERA ENERGY, DOMINION ENERGY, THE PENDING TRANSACTIONS AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration Statement, the definitive joint proxy statement/prospectus and other documents containing important information about NextEra Energy, Dominion Energy and the pending transactions filed or that will be 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 are 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 are 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.

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