Dominion Energy (NYSE: D) outlines Virginia holding-company merger with NextEra

Rhea-AI Filing Summary

NextEra Energy and Dominion Energy describe a proposed combination of their holding companies that would place Dominion Energy Virginia under a larger platform while it remains a Virginia-headquartered, fully regulated utility under the Virginia State Corporation Commission, whose authority over rates, service and reliability is unchanged.

The companies highlight expected benefits such as greater scale, purchasing power and a lower cost of capital, and $1.78 billion in NextEra shareholder-funded bill credits for Virginia customers, along with employment protections and commitments to maintain a significant Virginia presence. They also emphasize NextEra’s large renewable and storage construction platform to support Virginia’s growing energy needs.

The communication includes extensive forward-looking statement cautions, noting risks around integration, regulatory and shareholder approvals, potential litigation, market conditions and other factors, and directs investors to the effective Form S-4 Registration Statement and definitive joint proxy statement/prospectus for detailed information on the proposed transactions.

Key Figures

Bill credits for Virginia customers: $1.78 billion Form S-4 Registration Number: 333-297351 Form S-4 filing date: July 9, 2026 +2 more

5 metrics

Bill credits for Virginia customers $1.78 billion NextEra Energy shareholder-funded bill credits included as a benefit of the proposed combination

Form S-4 Registration Number 333-297351 Registration statement filed by NextEra Energy for the proposed transactions

Form S-4 filing date July 9, 2026 Date NextEra Energy filed the Registration Statement on Form S-4 with the SEC

Form S-4 effectiveness date July 23, 2026 Date the Registration Statement on Form S-4 was declared effective by the SEC

Joint proxy mailing date July 28, 2026 Date the definitive joint proxy statement/prospectus was filed and mailing commenced to shareholders

Key Terms

Virginia State Corporation Commission, forward-looking statements, Registration Statement on Form S-4, definitive joint proxy statement/prospectus, +1 more

5 terms

Virginia State Corporation Commission regulatory

"remains fully regulated by the Virginia State Corporation Commission"

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 on Form S-4 regulatory

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

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

definitive joint proxy statement/prospectus regulatory

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

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/07/2026 - 08:17 AM Accepted by SEC EDGAR 08/07/2026 - 08:16 AM Learn about SEC filing dates

FAQ

What transaction involving Dominion Energy (D) and NextEra Energy is being discussed?

The communication discusses a proposed business combination of the companies’ holding entities. Dominion Energy Virginia would remain a Virginia-headquartered, fully regulated utility under the Virginia State Corporation Commission while gaining a larger corporate platform behind it.

How much in bill credits are proposed for Virginia customers in the Dominion Energy (D) deal?

The combination includes $1.78 billion in NextEra Energy shareholder-funded bill credits for Virginia customers. These bill credits are presented as part of the proposed transaction’s customer benefits, alongside employment protections and commitments to maintain a significant Virginia presence.

Does the Dominion Energy (D) proposal involve selling Dominion Energy Virginia?

No. The companies state it is a combination of two holding companies, not a sale of Dominion Energy Virginia. The utility remains a Virginia utility with Virginia leadership and continues to be fully regulated by the Virginia State Corporation Commission.

What regulatory body will oversee the Dominion Energy (D) and NextEra combination effects on Virginia customers?

The Virginia State Corporation Commission (SCC) retains full authority over rates, service and reliability for Dominion Energy Virginia. The companies note that generation serving Virginia would be built in Virginia under SCC review, and they describe the SCC as the proper forum to evaluate the combination.

What are the main risks cited for the Dominion Energy (D) and NextEra transaction?

The communication cites risks including integration challenges, failure to realize expected benefits, required shareholder and regulatory approvals, potential termination of the merger agreement, litigation, market conditions, and impacts on stock prices and capital access, all detailed in the Form S-4 and joint proxy statement/prospectus.

Where can Dominion Energy (D) investors find the full merger details and risk factors?

Investors are directed to the Form S-4 Registration Statement (No. 333-297351) and the definitive joint proxy statement/prospectus, available free via the SEC’s website and each company’s investor relations site, for comprehensive information on the proposed transactions and associated risks.

Is this Dominion Energy (D) communication an offer to buy or sell securities?

No. The text states it does not constitute an offer or solicitation to buy or sell securities or to solicit any vote. Any offering of securities would be made only by a prospectus meeting Section 10 of the Securities Act of 1933 requirements.

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

Statement in Response to Media Inquiries 

We respect the Governor's decision to participate in the SCC's review, and we share the priorities she set out: more affordable bills for Virginia families and small businesses, protection for Virginia's utility workforce and faster progress toward affordable, reliable, locally produced clean power. 

It's worth being precise about what is being proposed: it is a combination of two holding companies — not a sale of Virginia's utility. Dominion Energy Virginia remains a Virginia utility, headquartered in Virginia, with Virginia leadership and it remains fully regulated by the Virginia State Corporation Commission. The SCC's authority over rates, service and reliability is unchanged. What changes is the strength of the platform behind Dominion Energy Virginia: greater scale, greater purchasing power and a lower cost of capital — structural advantages that put sustained downward pressure on the cost of serving Virginia customers over the long term. 

The combination also includes $1.78 billion in NextEra Energy shareholder-funded bill credits for Virginia customers, strong employment protections and enhanced career opportunities for Virginia employees and commitments to maintain a significant Virginia presence. 

On the Governor's third priority, Virginia is growing — in population, in business investment and in energy demand. Meeting that growth takes the ability to build clean generation quickly and at low cost, and that is another important benefit of this combination. NextEra Energy is America’s largest builder and operator of renewable energy and battery energy storage, and it brings a construction and operating platform at greater scale than any single utility can assemble on its own, together with a cost of capital that makes every project cheaper to build. That capability would now be working on Virginia's behalf. Generation serving Virginia gets built in Virginia, by Virginians, under SCC review. As the Governor noted, the SCC is the appropriate forum to evaluate this combination and balance the interests of the Commonwealth, and we are confident its established, fact-based review will demonstrate the benefits this combination offers Virginia.

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., 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 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.

A-1

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’ relationships 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; 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 (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 proposed 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.

A-2

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, 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 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 proposed 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 PROPOSED 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 proposed 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.

A-3