Dominion, NextEra holders approve 2027 combination

Dominion Energy, Inc. (D) and NextEra Energy, Inc. report that shareholders of both companies have approved their proposed business combination, a key milestone toward closing the transaction.

Rhea-AI Filing Summary

Dominion Energy, Inc. (D) and NextEra Energy, Inc. report that shareholders of both companies have approved their proposed business combination, a key milestone toward closing the transaction. NextEra Energy’s CEO John Ketchum informed employees that the companies still require state and federal regulatory approvals and that they continue to expect closing in the second half of 2027.

The message emphasizes that until closing, Dominion Energy and NextEra Energy remain separate and independent companies and must operate that way. The communication also includes extensive forward-looking statements language outlining risks that could delay, alter or prevent the transaction and directs investors to the effective Form S-4 Registration Statement and definitive joint proxy statement/prospectus on file with the SEC for further details.

Key Figures

Expected closing period: Second half of 2027 Form S-4 effectiveness date: July 23, 2026 Mailing of definitive joint proxy statement/prospectus: On or about July 28, 2026 +1 more

4 metrics

Expected closing period Second half of 2027 Anticipated closing of the proposed combination of NextEra Energy and Dominion Energy

Form S-4 effectiveness date July 23, 2026 Registration Statement on Form S-4 (No. 333-297351) declared effective by the SEC

Mailing of definitive joint proxy statement/prospectus On or about July 28, 2026 Date each company commenced mailing the definitive joint proxy statement/prospectus to shareholders

Employee communication date September 3, 2026 Date John W. Ketchum’s message on the shareholder approvals was sent to employees

Key Terms

forward-looking statements, Private Securities Litigation Reform Act of 1995, Registration Statement, joint proxy statement/prospectus, +1 more

5 terms

forward-looking statements regulatory

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

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.

Private Securities Litigation Reform Act of 1995 regulatory

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

Registration Statement regulatory

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

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 with the SEC"

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.

Section 10 of the Securities Act of 1933 regulatory

"except by means of a prospectus meeting the requirements of Section 10 of the Securities Act"

FAQ

What milestone in the NextEra–Dominion (D) combination was announced?

Shareholders of both NextEra Energy and Dominion Energy have approved the proposed business combination. This is described as an important milestone toward bringing the companies together, although additional regulatory approvals are still required before closing.

When do NextEra and Dominion (D) expect their combination to close?

The companies continue to expect the proposed combination to close in the second half of 2027. This timing is subject to satisfaction of closing conditions, including state and federal regulatory approvals.

Are Dominion Energy (D) and NextEra currently operating as one company?

No. The communication states that Dominion Energy and NextEra Energy remain separate and independent companies until the proposed combination closes, and it is important that they continue to operate that way during the regulatory approval process.

What forward-looking risks are highlighted regarding the Dominion (D) and NextEra combination?

The forward-looking statements describe risks including failure to obtain or delay in obtaining regulatory approvals, failure to close or to realize expected benefits, integration challenges, impacts on business relationships, stock prices, credit access, ratings and general economic and regulatory changes.

What SEC filings relate to the NextEra–Dominion (D) transaction?

The transaction is described in a Form S-4 Registration Statement (No. 333-297351) declared effective on July 23, 2026, and a definitive joint proxy statement/prospectus filed on July 28, 2026, along with Dominion Energy’s separate definitive proxy statement.

Does this communication constitute an offer to buy or sell Dominion (D) securities?

No. It explicitly states that it is not an offer or solicitation to buy or sell any securities and that any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

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Available on EDGAR 09/03/2026 - 05:53 PM Accepted by SEC EDGAR 09/03/2026 - 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 communication was sent by John W. Ketchum, President and Chief Executive Officer of NextEra Energy, Inc. to employees of NextEra Energy, Inc. on September 3, 2026.

A Message from John Ketchum

Subject Line: Milestone in NEE+D combination

Pre-header text: Shareholders approve transaction

Sept. 3, 2026

To all employees of NextEra Energy companies

Team,

We've reached an important milestone in the proposed combination of NextEra Energy and Dominion Energy.

Today, shareholders of both companies approved the proposed combination, marking an important step toward bringing our companies together.

Over the past several months, I've had the opportunity to learn even more about Dominion Energy. What continues to stand out most to me is how much our companies have in common. Both are defined by talented people, strong cultures and a shared commitment to operational excellence. That's what makes this proposed combination so compelling. Together, we will be better positioned to meet America's growing electricity demand with the scale, expertise and capabilities needed for the future.

What’s next

While shareholder approval is an important step forward, there is still work ahead as we move through state and federal regulatory approval processes. We continue to expect the proposed combination to close in the second half of 2027. Until then, NextEra Energy and Dominion Energy remain separate and independent companies, and it's important that we continue to operate that way.

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Thank you for your continued dedication to our customers and communities. Your hard work and commitment have positioned us well for the opportunities ahead, and I'm excited about what the future holds.

Stay safe and cyber aware.

John Ketchum

Chairman and CEO

NextEra Energy, Inc.

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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