Dominion Energy (D) to combine with NextEra Energy; closing in 12–18 months
Rhea-AI Filing Summary
Dominion Energy announced plans to combine with NextEra Energy. The companies said the Dominion utility names and local operations will not change and that the proposed combination must be approved by federal and state regulators and shareholders of both companies. The presentation states the companies expect the transaction to close in the next 12 to 18 months, subject to approvals. It also notes NextEra intends to file a registration statement on Form S-4 that will include a joint proxy statement/prospectus and urges shareholders to read those documents when available.
Positive
- None.
Negative
- None.
Insights
Transaction announced; regulatory and shareholder approvals are central.
The presentation confirms a proposed combination between NextEra Energy and Dominion Energy and states the deal is subject to federal and state regulatory approvals and shareholder votes. The companies also state NextEra will file a Form S-4 containing a joint proxy statement/prospectus.
Key legal dependencies include the registration statement process and potential regulatory conditions; closing timing is described as the next 12 to 18 months, contingent on approvals. Subsequent SEC filings will disclose detailed terms, risks, and required shareholder disclosures.
Announcement frames transaction as operationally neutral for local utilities.
The materials state Dominion utility names will not change and local service and community engagement are to remain unaffected. That language is explicit in the excerpt and frames the integration messaging for customers and local stakeholders.
Practical implications depend on regulatory conditions and the Form S-4 disclosures; the excerpt gives a closing timeframe of 12 to 18 months but does not disclose financial terms or synergies in the provided slides.
Key Figures
Key Terms
Form S-4 regulatory
joint proxy statement/prospectus regulatory
forward-looking statements financial
proxy solicitations regulatory
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
Data Center Industry Presentation
Dominion Energy Data Center Industry Call May 21, 2026 ,a Dominion 5ii’ Energy® 1
Data Center Call Logistics • Call Details: • This call is about the industry in Dominion’s retail service territory • Issues common to both Dominion and Co-op partners will be identified • The call includes: Dominion, Co-op partners, current data center customers, developers, county/state economic developers, and consultants • This is not a project level call – your competitors are listening • Call logistics: • Mute your line • Raise your hand to ask a question • Recording software is not allowed • Presentation will be shared after the call • Let your Dominion representative know if you want to add/delete someone – do not forward invite 2
::,-... Domi’nian Cautionary Information ,JI Ener,gy This communication includes uforward-foo’k!ingi be reasonable at llie t ime such foi.vard—looki11g provisions in 11he me:r,g,er agreement or llie r,egistration statement ,0 11 Form 8--4 and joint proxy statements” w,ithin tllie meaning of the safe lharboc statement is mac:le_Arny forward-looking stateme:rnt pe11de11cy of the transactions may impact ,eitihe:r statement/pros,pectus that willl be filed with the provisions of the Pr1ivat,e Securities l!..it!igahon is not a ,giuarantee of fotur,e 1performa11ce, party’s abiliity to pursue certain business Securities a11d Exchange Commission r sECn} will Refonn Act of 1995. A [I statements other than ouroomes ,oc results a11d is subject to numerous oppoctunities or strategic transaotions;, describe additional! rislks 1in con11eotion wi,th 1h e statements of historical! fact included\ or risks, uncertainties and other factors, many of unanticipated difficuHies, liabi’lilies or ,expe:rndil:ures proposed\ t ransactions.. While the list of factors incorporat-ed by r,eforence in this oocn,munical!ion, which are beyond\ Next&a Energy’ s or Dominion r-elating t-o llie transactions, including the impact presented here is, and the li;st of factors to be including, among other things, stat-emen,ts Energy’s c ontrol, 11hat could ,cause aotuall of pot,ential liligation relating to the transactions;: presented in llie registration stat,ement on, Focm r,egard’ing1the proposed busirness oocn,bimrlion, performance, outcomes or results to differ the efifeot of the ammunceme:rd , pendency ,oc S--4 arnd joint proxy stat-emen~pr,ospecius are transaction between, Next!Era Energy, line_ , a materially from what i;s expressed or implied in llie completion of the proposed transaotions 0 111 the considered r~pr,esentative, 110 such list slhoulld be Florida Cocporation r Next&a Energy’’}, and f:Ol“W8!rd--rookirig statement. parties’ business relal!io11ships a11d business considered to be a complete stat,ement of alll Dominion EnergiY, Inc _, a V1irginia Cocporation, These factocs indu cfe a ra~ure by NextiE1ra EITTergy operat ions generally, includiITTg the parties’ potential risks and\ uncertainties. For ac:lditionall (“IJominion Energyn), and future events, plians and to successfully integrat,e Domini.on Ener,gy’s r,elationship with regulators, suppliers, vendors information about other factors 11hat ooold cause antic ipated results of ope:rations, busirness businesses arid t,echnologies, w hich may result in and c ustomers; the effec,t of tlhe announcement or ac1!1.1al 1r,esults to differ materially from those strat-egies, the arntic ipated benefits of 11he the oocn,bined company not ope:rating as pe11de11cy of the proposed t ransactions ,on the described in llie forward-looking stat,ement:s, proposed! t ransactions, the anticipated impaot of effeotii’lely .and efficien111y as expected; 11he risk 11hat parties’ c ommon stock pr ices and uncertairnty as please refer to Ne:irt1E1r.a EITTergy’s and Dominion the proposed t ransactocms ,on the oocn,bined the expeoted benefits of llie proposed to llie lbngi-term value of e:itlher 1party’s common Energy’s respective per1iodic reports arnd other oocn,pan y’s business and future financial and transactions may 11ot be fully realized\ or may rake stodk; rislks tha:t llie proposed transactions disrupt filings wi1th 11he SEC, includrrng the risk faotors operat ing1results, the anticipate dosiITTg date for longer to realiiz,e than expec,t,ed; each 1party’‘s eirther party’s current plans and operations, contained irn NextEra Ener,giY’s aITTd IJominion tlhe proposed t ransactions andl other aspects of ahili,ty t-o d btain llie approval of its shareholders including d’ue to the div-ersion of 11he attention of Energy’s most recenHy filed Annual Reports on, ,extEra Energy’s or IJominion Energy’s r,equir,ed t-o co11summat,e the proposed manag,eme:rnt from ,ocdinary course business Form 10-K and subsequentty filed Quart,erl:y operat ions or qperati11g r,esults are f:Ol“W8!rd-- transactions and the timing1,of tlhe dlos,ing1of tlhe operations., a11d potential diffiiouHies 1in hiring or !Reports on Form 10--Q. looking1stat -ements_ Words aml phrases suc h as proposed t ransac,tions, indu:d’ing111he risk 11hat the r,efaining1employees as a 1resu1lt of the proposed Any iOl“W8!rd--lookirng statements ·ncluded in, thi;s “ambition,” mantiioipat,e,” “estimate,” mbelieve,” conditions to dosing are not satisfied on a timely trarnsactions; any ral!ing agency actions; arnd tlhe communicat ion, rep:r,ese:rnt curr,ent ,expectations “budget,n “continue,” “oould,n “ i end\,” “may,n basis ,or at al or the failur,e of fue transactions to impact of fue an11.ou11.oeme11t or 1pendency of the and are inhe:r,enffly 1.mcertai 11 and are made 0111 1y as “plarn,” mpotentiall,” “pr,edict,” “seek,” mslhould,”’ close for ariy other r,eason or to dose 011 the proposed t ransac,tions on either party’s ability to of the date her,eof {or, i1f applicable, the dates “will(“ “would,n “ expect,” “objechve,n “projection,n antic ipated terms, i11cludi11g with the antic ipated access capita’I, 1including1 llie slholil- and lorng-term ind’icatedl in such statement}. EJlicept as required “forecast,” “goal,n “,guidance,n “outloo’k,” “eff:ort,”’ tax treatment; the r isk that any govemme:rntal or debt markets, on, a timely and affordable basis; by llaw, neither NextEra lEne:rgy noc DomiITTion, “mr,g,et,n tlhe negative of such te:rms or othe:r r,egu1latory app:rova~ consent or autholiiza~ion, lliat general worldlvuide economic co11di1!io11s a11d Energy undertakes or assumes any o!llig,at ion to variations thereof arid words an terms of similar may be required for the proposed transactions is r,elat,ed unce:rmin1Jies; llie ,effect and timing of update anry foi.vard—looking stat-eme11ts, wlhether substance used irn oornnectiorn with any d1scussiorn not obtainedl,, is del’ayed or is obtained S1ubject t-o c lha11ges in laws or in governmental regulations as a r,esullt of new information or to reflect of ful1lure plia11s, actions ,oc events can be used t-o oondi,tions 11hat are 11ot anl!ioipa:ted or that cause (including environme:rntal); fluctJuations in trading subsequent events or c ircumstances or othe:rwise_ identify forw.ard—looking1stat -ements_Where, in any the t,ermina:tion of the merger agr,eement andl prices of secuiri1ties of NextEra EnergiY and in the JOl“W8!rd--lbokirng statement ,, NextlEra Energy or abandonment of 11he transactions; the oocurre11ce financial r,esullts of Next&a Energy or IJominion This i’s not an offer or solicitation. For Dominion Ener,giY ,expresses an e:xpectation ,oc of any event, change or o11her c ircumstance 11hat !Energy; arid the timing1and exte:rnt of changes in addlilfonall info11ma,ticm, pl’ease ref:er,e111ce sJlides be~ef as to furure r,esults, such expectation or oooldl ,g1iwe rise to 111-ie terminat ion ,of the merger interest rates, ,commodity p:rioes and demand and 7-8 be~ef is expressed irn good faith andl believ-ed to agreement by e:itlher party; the rislk lliat certain market pr,ices for electr,ioity or gas_lhe 3
NextEra Energy and Dominion Energy Announcement • Monday morning, NextEra Energy and Dominion Energy announced plans to combine. • The Dominion Energy utility names are not changing, and the combination will not affect how we operate locally, serve our customers, or engage with the community. • The proposed combination must be approved by federal and state regulators as well as shareholders of both companies before it can move forward. • The companies expect the transaction to close in the next 12 to 18 months, subject to those approvals. • Please note there are forward looking statements in this presentation i’1A Dominion =—-’ Energy® 4
Public Announcement • This is not an offer or solicitation. Please read additional details in the news release and see “Cautionary Information.” i’1A Dominion =—-’ Energy® 5
Dominion Energy Data Center Industry Call Questions? 6
Cautionary Information Nlo ,offer or so,licitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitabion of an offer to buy or selll any securities, or a solicitationi of any vote m approval!, nor shall there be aniy sa!e, issuance or t ransfer of securities in any juriisdiction in which such offer, solicitationi or sale woUJld be uinlawiful priior to registration or qualification under the securities laws of any such jurisdiobiori. INo offelingi of securiuies shall be made, except by means of a prospeotus meebngi the reqUJirements of Sectiion 10 of the Seouritiies Act of 1933, as amended. Additional Information about the Transactions and Where to Find It lni conneobio11 with the proposed transactions, NextEra Energy intends to file with the SEC a registration statement. on Form S-4 that wiill iindudle a joint proxy statement of NextEra Energry and Dominion Energry ~hat also constitutes a pmsped us of INextEra Energy. Each of NextEra Energy and Dominion Energry may also file other relevant docume11ts with the SEC regardingi the proposed transactions. This communicafon is not a substitute for tile joinit proxy sil:atementlprospectus or registrationi statement or any o~her document that NextEra Energy or Dominion Energy may fiile with the SEC. T’he definitive joint proxy statement/prospectus (if and vmen availlable} will be mailed to shareholders of Nex~Era Energy and Dominiion Energy. IINVEST0IRS AND SECURIITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENHPR0SPECTUS, AND ANY OTHER RELEVAN T DOCUMENTS THAT MA.Y BE FILED WITH THE SEC, AS WEILl AS ANY AMENDMENTS DIR SUPPLEMENTS TO THOSE D0CUIMENITS, CAIREFULILY AND IIN THEIIR ENTIRETY IF AND WHEN THEY BECOME AVAILABl E BECAUSE THEY CONTAIN DIR WILL CONTAIN IMPORTANT INIFORIMATIION ABOUT NEXTERA ENERGY, D0MINIION ENERGY, THE PROPOSED TRANSACTIONS AND RELATED MA TIERS. Investors and security holiders willl be ablle to obtain free copies of the registration statement and the joint proxy statement/prospectus (if andl w hen avaiilable) and other documents containing important informatiion about INext!Era Energy, Dominion Energry and the proposed tra11Saciions, onoe sudh documents are filed with the SEC thmu:gh the website maintained by the SEC at www.sec.grov. Copies of the documents filed with the SEC by INextEra Energy willl be available free of dharge on NextEra Energy’s website at l1ttp:J/www.investor.nexterae11rergy.oomf or by contacting1NextEr .a Energy’s Investor !Relations Department by email at investors@nexteraen.ergy.oom or by phone at (800) 222-4511. Copies oU he documents filed with the SEC by Dominion Energy willl be available free of oharge on Dominion Energy’s website at http://investors.dominionenergy.com or by contacting Dominion Energy’s Investor Rellations Department by email at iinvestor.relatiions@dominionenergy.com or by phone at (804) 819-2438. 7
— . .. • D _ omInIon1 ~~ Cautionary Information t;# Energry Participants in the Solicitation NextEra Energy, Dominiion Energy and certain of their respective directors a11d executive officers may be deemed to be participants in the so icitation of proxies in respect of the proposed transactions. Information about the directors a11d execut!ive officers of NextEra Energry, indudiing a desoription of their direot or indirect interests, t:>y security hol!dingis m otheMise, is set forth in (ii) NextEra Energry’s proxy statement for its 2026 annuall meeting of shareholders, which was filed with tJhe SEC on April 1, 2026, indlu:ding under the headings “IPrnposall 1: Election as directors of the nominees specified in thiis proxy statement,” “Director Compensation,” “Executive Compensation,n a11dl “Common Stock Ownership of Certain Beneficial Owners and Management,” (iii) extEra 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, includingi under ~he headingi “lltem 1. BusinesHlnformatiion About Our Executive Officers,” (iii) to ~he extent certain holdings of NextEra Energry seourities t:>y its directors or executive officers have changed since the amounts set Jorth in NextEra Energy’s proxy statement for its 2026 annual meetingi of shareholders, such changes have t:>een or will be reflected 011 lnibial Statement of Beneficial Ownership of Seourities 011 Form 3, Statement of Changes in Beneficial Ownership 011 Form 4, or Annual Statement of Changes in Beneficiial Ownership of Securibies on Form 5, filed with the SEC. Information about the directors a11d execut!ive officers of Dominion Energy, including a desoription of their direot or indirect interests, t:>y security ho!dingis or otheMise, is set forth in (ii) Dominion Energry’s proxy statement for its 2026 annuall meeting of shareholders, which was filed with the SEC on March 19, 2026, including under the headings “Item 1: Election of Direotors—Direotor Nominees, “Compen.sabon of INon-Employee Directors,” “Exeoutirve Compensation” and “Securirty Ownership of Certain Beneficial Owners and Management,” (iii} Dominion Energy’s Annuall Report on Form 10-K for the fiscal year ended Deoember 31 , 2025, whidh was filed with the SIEG 011 February 23, 2026, induding1under the heading ‘lniformauio11 about our Executive Officers/ and (iii} to the extent certa·n holdings of Dominion Energy securities by its directors or exeoutive offiioei-s have changed since the amounts set forth in Dominion Energy’s pmxy statement for its 2026 annual meetingi of shareholders, such dhanges have t:>een or will be reflected 011 llnibiall Statement of Benefiiciall Ownership of Securiti1es on Form 3, Statement of Changies in Beneficial Ownership on Form 4 or Annual Statement. of Chang:es in Beneficiial Ownership of Seouritiies 011 Form 5, fiiled with the SEC. O~er information regarding the partiioipants in the proxy solicitations and a descriptiion of ~heir direct and indirect interests, by secmity ho ding,s or otjhelWise, w·n t:>e oontaiined in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regardingi the proposed transactions when such materials t:>ecome availlable. Investors should read the joint proxy statement/prospectus carefull’y when it becomes available before making any voting or investment deciisions. Copies of the doouments filed with the SEC t:>y Ne~ra Energy and Dominion Energy willl be available free of charg,e through the website maintained by the SEC at www.sec.gov. Additionally, oopiies of documents filed with th:e SEC by NextEra Energy and Dominion Energy will be availat:>lle free of oharge through the sources indicated above. 8